exv10w17



 





Exhibit 10.17




RESIGNATION AGREEMENT




This Resignation Agreement (the “Agreement”) is hereby entered into effective as of September
6, 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 Chief
Financial Officer, serves as the Executive Vice President and Chief Financial Officer of Leap and
the domestic subsidiaries of Leap and Cricket, and serves on the Board of Directors of Cricket and
the domestic subsidiaries of Leap and Cricket; and



WHEREAS, Cricket offered Executive employment, and Executive accepted such offer, through a
letter from Cricket to Executive dated July 19, 2006. In addition, Executive, Leap and Cricket
entered into a Severance Benefits Agreement as of September 15, 2006 (collectively, such offer
letter 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 the
employment relationship between Executive and Cricket through Executive’s resignation effective as
of September 6, 2007 (the “Termination Date”), to terminate and supersede the 2006 Agreements in
their 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 for
other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties
hereby agree as follows:



1.       2006 Agreements. The 2006 Agreements shall be superseded entirely by this
Agreement, and the 2006 Agreements shall have no further force or effect. Each of Executive, Leap
and Cricket acknowledge and agree that they do not have any claims against any other Party based on
or arising under the 2006 Agreements.



2.       Employment and Officer Status. Executive hereby resigns as an employee of Cricket
effective as of the Termination Date. Executive’s separation from employment shall be reflected in
Cricket’s records as a voluntary resignation. Executive hereby resigns from his position as
Executive 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 of
the Termination Date. Executive shall execute any additional documentation necessary to effectuate
such resignations.



 









 





3.       Resignation From Board. Executive hereby resigns from his position as a member of
the Boards of Directors of Cricket and each of the domestic affiliates and subsidiaries of Leap and
Cricket effective as of the Termination Date. Executive shall execute any additional documentation
reasonably requested by the Company to effectuate such resignations.



4.       Compensation Through the Termination Date. Executive acknowledges and agrees that
on the Termination Date, Cricket will issue Executive his final paycheck, reflecting (a) his earned
but unpaid base salary through the Termination Date, and (b) all accrued, unused vacation due
Executive through the Termination Date. The payments described in this Section shall be subject to
all 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 with
the performance of his job duties prior to the Termination Date and reimbursable to Executive
pursuant to the Company’s travel and expense reimbursement policies, which expenses shall be
submitted to Cricket with supporting receipts and/or documentation no later than fifteen (15) days
after the Termination Date. Executive acknowledges and agrees that with his final check, and the
expense reimbursement check described in this Section, Executive will have received all monies,
bonuses, commissions, expense reimbursement, vacation pay, and other compensation he earned or is
due in connection with his employment by Cricket. Executive acknowledges and agrees that the
payments and benefits described in this Section constitute the only compensation, benefits or other
amounts to which he is entitled pursuant to any policies, practices or benefit programs maintained
by 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 options
granted 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, all
shares of Leap common stock granted and sold to Executive under the 2004 Stock Plan pursuant to
Restricted Stock Award Grant Notices/Restricted Stock Award Agreements for the original cash
purchase 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, Executive
will hold no right to stock, stock options, restricted stock, or deferred stock units in either
Leap 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 the
Company’s 401(k) plan or to the payment to Executive of amounts credited to the Executive’s account
under the Leap Employee Stock Purchase Plan in accordance with the provisions of such plan relating
to employees whose employment with the Company has terminated, such credited amounts estimated to
be approximately $2,200.00.



5.       Entitlement to Benefits. Except as provided in this Agreement, Executive’s
entitlement to benefits from Leap or Cricket, and eligibility to participate in the benefit plans
of Leap and Cricket, shall cease on the Termination Date, except to the extent Executive elects to
and is eligible to continue his medical and dental benefits pursuant to COBRA. If Executive elects
to 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 shall
not exceed Twenty One Thousand Dollars ($21,000). This Section 5 shall not, however, constitute a
waiver of any of Executive’s rights to any vested benefits under the Company’s 401(k) plan or to
the



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payment to Executive of amounts credited to the Executive’s account under the Leap Employee
Stock Purchase Plan in accordance with the provisions of such plan relating to employees whose
employment 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 his
obligations under this Agreement, (ii) Executive’s execution and delivery to the Company of the
General Release attached hereto and incorporated herein as Addendum A (the “General
Release”), and (iii) the expiration of the seven day revocation period following the execution and
delivery of the General Release as described therein, without Executive’s having given notice of
revocation, Cricket shall pay Executive a severance payment in the gross amount of Five Hundred
Ninety Thousand, Six Hundred Twenty Five Dollars ($590,625) ( subject to applicable withholding at
the minimum permissible rate) in a lump sum in accordance with the Company’s payroll practices as
soon as practicable, in accordance with the Company’s normal accounting practices, after the date
on which the General Release becomes irrevocable (but in no event more than two weeks after such
date), in lieu of any payments or benefits to which Executive may have been entitled pursuant to
the 2006 Agreements or otherwise with respect to the termination of his employment with Cricket and
his officer and director relationships with Leap, Cricket and the domestic subsidiaries of Leap and
Cricket.



7.       Proprietary Information. Executive acknowledges that certain information,
observations and data obtained by him during the course of or related to his employment with the
Company (including, without limitation, information with respect to the Company’s and its
affiliates’ 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 Company
and constitute trade secrets and/or confidential business information of the Company. Promptly
following 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 filed
with 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 disclose
to 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, Executive
acknowledges that any unauthorized use of the above described confidential information will cause
irreparable harm to the Leap and Cricket and their affiliates and will give rise to an immediate
action by any of them for injunctive relief. Executive continues to be bound by the Invention
Disclosure, Confidentiality and Proprietary Rights Agreement that he signed during his employment
in 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 of
Directors of Leap and Cricket) and its counsel and accountants in any financial audits or internal
investigation involving securities, financial, accounting, or other matters, and in its defense of,
or other participation in, any administrative, judicial, or other proceeding arising from any
charge, complaint or other action which has been or may be filed relating to the period during
which Executive was employed by Cricket. Cricket agrees to reimburse Executive for: (a) his
reasonable



3









 







and actual expenses incurred in providing such cooperation; and (b) his time spent providing
such 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 under
this Section 8 for his time, cooperation or assistance in any matter in which he is named as a
defendant or respondent or with respect to which Executive requests indemnification pursuant to
Section 12 of this Agreement. Except as required by law or authorized in advance by the Leap Board
of Directors, Executive shall not knowingly communicate, directly or indirectly, with shareholders
of Leap or their representatives concerning the management of the Company, the operations of the
Company, or the financial status of the Company. Executive shall not knowingly take any action
materially detrimental to the interests of the Company or its management. Nothing in the preceding
two 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, the
provisions of this Agreement shall be held in strictest confidence by the Parties and shall not be
publicized or disclosed in any manner whatsoever; provided, however, that: (a) Executive may
disclose this Agreement, in confidence, to his spouse; (b) the Parties may disclose this Agreement
in confidence to their respective attorneys, accountants, auditors, tax preparers, and financial
advisors; (c) Leap may disclose this Agreement as necessary to fulfill standard or legally required
SEC or corporate reporting or disclosure requirements; (d) the Parties may disclose this Agreement
insofar 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 with
Leap and Cricket.



10.       Press Release; Mutual Nondisparagement.



a.         No later than September 7, 2007 Leap shall issue a press release regarding Executive’s
resignation in the form attached hereto as Addendum B or in such other form as the Parties mutually
agree to. Except as required by law or court order, neither Leap, Cricket, nor their respective
officers or directors shall make any additional or inconsistent public statements regarding
Executive’s resignation, termination or departure from the Company, or performance while employed
by the Company, unless in response to a prior statement or communication by a Party in violation of
this Section 10. The Company shall not encourage or induce any employees to make any additional or
inconsistent public statements regarding Executive’s resignation, termination or departure from the
Company, or performance while employed by the Company. Leap, Cricket, and their officers and
directors, on the one hand, and Executive , on the other hand, shall not disparage or otherwise
publish or communicate derogatory statements or opinions about the other to any third party, unless
in response to a prior statement or communication by the other side in violation of this Section
10. The Company shall not encourage or induce any employees to disparage or otherwise publish or
communicate derogatory statements or opinions about Executive to any third party. Internal
communications among the senior management personnel or the Board of Directors of Leap or Cricket
shall not be considered communications to a third party for purposes of this Section. Nothing in
this 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 and
directors have not knowingly made material disparaging statements or otherwise knowingly published
or communicated material derogatory statements or opinions concerning Executive or his work
performance to any third party that has not signed a non-disclosure



4









 







agreement or is not otherwise subject to a confidentiality obligation to the Company
prohibiting the public dissemination or disclosure of such communications or information concerning
Executive.



c.         In the event that Leap, Cricket or any of their respective affiliates materially breaches
the provisions of Section 9 or 10, Executive (but not the Company) shall, in addition to and
without 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 fifteen
days thereafter, Executive shall not, either on Executive’s own account or jointly with or as a
manager, agent, officer, employee, consultant, partner, joint venturer, owner, shareholder or
otherwise, on behalf of any other person, firm or corporation, directly or indirectly solicit or
attempt to solicit away from the Company, or any of its affiliates, any of its officers or
employees or offer employment to any person who, on or during the six (6) months immediately
preceding 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 or
employee of the Company, or any of its affiliates, responds shall in no event be deemed to result
in a breach of this Section 11(a).



b.       In the event that Executive breaches the provisions of Section 11(a), or threatens to do
so, in addition to and without limiting or waiving any other remedies available to the Company in
law or in equity, the Company shall be entitled to immediate injunctive relief in any court having
the capacity to grant such relief, to restrain such breach or threatened breach and to enforce
Section 11(a). Executive acknowledges that it is impossible to measure in money the damages that
the 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 a
claim or defense that the Company has an adequate remedy at law. Also, in addition to any other
remedies available to the Company in law or equity, in the event that Executive breaches the
provisions of Section 11(a) in any material respect, Executive shall be obligated to repay to the
Company the benefits that Executive has received under Section 6.



12.       Indemnification.



Executive will continue to be indemnified by any applicable insurance policies, agreements, or
bylaws of the Company and as otherwise required by law for his actions as an employee, officer, and
director prior to the Termination Date to the same extent as during his employment to the fullest
extent provided by law.



13.       Return of Equipment.



Within five (5) days of the Termination Date, Executive shall return to the Company in good
working order any equipment, instruments, or accessories of the Company in his custody for the
purpose of conducting the business of the Company without deleting, removing, or duplicating any
data reflecting the Company’s proprietary information, or if not returned, account to the Company
to its reasonable satisfaction for all such equipment, instruments, or accessories.



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14.       Miscellaneous Provisions.



a.       The provisions of this Agreement are severable. If any provision is held to be invalid or
unenforceable 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 and
entire agreement between the Parties with respect to the subject matters contained herein and
supersede all prior documents, agreements, negotiations and discussions between the Parties with
respect to the subject matters contained herein. The Parties acknowledge and agree that there are
no collateral agreements or representations, written or oral, regarding the terms and conditions of
Executive’s employment with the Company, the termination of Executive’s employment with the
Company, and settlement of all claims between the Parties other than those expressly set forth in
this 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 Leap
and Cricket on the other, which writing expressly states the intent of the Parties to modify this
Agreement.



d.       This Agreement shall be construed as a whole in accordance with its fair meaning and in
accordance with the laws of the State of California. This Agreement has been reviewed by the
parties hereto and their respective attorneys, and the parties have had a full opportunity to
negotiate the contents hereof. The parties hereto expressly waive any common law or statutory rule
of construction that ambiguities should be construed against the drafter of this Agreement. The
language in the Agreement shall not be construed for or against any particular Party. The headings
used 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, any
condition or provision of this Agreement to be performed by any other Party hereto shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.



f.       This Agreement may be executed in one or more counterparts, and by facsimile, each of which
shall be deemed to be an original as against any Party that has signed it, but all of which
together will constitute one and the same instrument.



g.       Executive acknowledges that the payments and benefits provided in this Agreement may have
tax ramifications to him. The Company has provided no tax or other advice to Executive on such
matters and Executive is free to consult with an accountant, legal counsel, or other tax advisor
regarding 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,



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VOLUNTARILY, AND WITHOUT DURESS. Executive acknowledges that, in executing and entering into
this 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 be
given or made shall be in writing and delivered personally, or sent by certified or registered
mail, return receipt requested and postage prepaid, or sent by overnight courier service as
follows:


If to Leap or Cricket, at:



Leap Wireless International, Inc.

10307 Pacific Center Court

San Diego, California 92121

Attention: General Counsel



If to the Executive, at:



Amin Khalifa

4 Little Pond

Laguna Nigel, CA 92677



or at such other address as any party may specify by notice given to such other party in accordance
with this Section 14(i). The date of giving of any such notice shall be the date of hand delivery,
five days after the date deposited in the US Mail or the day immediately following the date when
deposited with an overnight courier.




j.       Each of Executive, Leap and Cricket acknowledge that they have been given the opportunity
to consult with their own legal counsel with respect to the matters referenced in this Agreement,
and that they have obtained and considered the advice of such legal counsel as they deem necessary
or appropriate, such that they have voluntarily and freely entered into this Agreement.



[Signature Page Follows]




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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates indicated
below.



	 	 	 	 	 
	EXECUTIVE	 	LEAP WIRELESS INTERNATIONAL, INC.
	 
	 	 	 	 
	/s/ AMIN KHALIFA

	 	By:
	 	/s/ ROBERT J. IRVING, JR.
	 

	 	 	 	 
	Amin Khalifa	 	Name: Robert J. Irving, Jr.
Its: Senior Vice President
	 
	 	 	 	 
	 	 	Dated: September 6, 2007
	 
	 	 	 	 
	 	 	CRICKET COMMUNICATIONS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ ROBERT J. IRVING, JR.
	 

	 	 	 	 
	 	 	Name: Robert J. Irving, Jr.
Its: Senior Vice President
	 
	 	 	 	 
	 	 	Dated: September 6, 2007
	 
	 	 	 	 
	APPROVED AS TO FORM:	 	APPROVED AS TO FORM:
	 
	 	 	 	 
	/s/ EVAN MOSES	 	/s/ MARK PULLIAM
	 	 	 
	Evan Moses

Winston & Strawn LLP

Attorneys for Executive
	 	Mark Pulliam
Latham & Watkins LLP
Attorneys for Leap Wireless International, Inc.
and Cricket Communications, Inc.

	 
	 	 	 	 
	Dated: September 6, 2007
	 	 	 	 
	 
	 	 	 	 
	 	 	Dated: September 6, 2007






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ADDENDUM A




FULL GENERAL RELEASE OF ALL CLAIMS




This Full General Release of All Claims (this “General Release”) is executed by Amin Khalifa,
Leap Wireless International, Inc. (“Leap”), and Cricket Communications, Inc. (“Cricket”) on
September 6, 2007.



1.       General Release of Claims. In consideration of the benefits under Section 6 of the
Resignation Agreement (the “Agreement”) Amin Khalifa (“Executive”), Executive does hereby for
himself and his spouse, beneficiaries, affiliates, heirs, successors and assigns, and all persons
claiming through him or them, release, acquit and forever discharge Cricket, Leap, the direct and
indirect subsidiaries of Leap and Cricket, and the present and former stockholders, officers,
directors, managers, employees, representatives, related entities, successors and assigns of Leap,
Cricket and such subsidiaries, and all persons acting by, through or in concert with them (the
“Company Releasees”) of and from any and all claims, actions, charges, complaints, causes of
action, rights, demands, debts, damages, or accountings of whatever nature, known or unknown, which
Executive may have against the Company Releasees based on any actions or events which occurred
prior to the date of this General Release, including, but not limited to, those related to, or
arising from, the offer letter from Cricket to Executive dated July 19, 2006, the Severance
Benefits Agreement between Cricket and Executive made and entered into as of September 15, 2006,
Executive’s employment with Cricket, or the termination thereof, any claims under Title VII of the
Civil Rights Act of 1964, as amended, the Federal Age Discrimination and Employment Act, the Equal
Pay Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Civil Rights
Act of 1866, 1871 and 1991, the California Fair Employment and Housing Act, the California
Occupational Safety and Health Act, claims for unpaid wages and failure to pay wages under the
California Labor Code (collectively, “Claims”), including, without limiting the generality of the
foregoing, any Claims arising out of, based upon, or relating to Executive’s rights to stock, stock
options, restricted stock, deferred stock units, long-term equity-based incentive compensation, or
any other form of equity interest in either Leap or Cricket (which rights are hereby relinquished),
or any contract, agreement or compensation arrangement between Executive and Leap and Cricket
(collectively, the “Company”). This General Release shall not, however, constitute a waiver of any
of Executive’s rights under the Agreement, to any vested benefits under the Company’s 401(k) plan,
or to the payment to Executive of amounts credited to the Executive’s account under the Leap
Employee Stock Purchase Plan in accordance with the provisions of such plan relating to employees
whose employment with the Company has terminated.



2.       Release of Unknown Claims. IN ADDITION, EXECUTIVE EXPRESSLY WAIVES ALL RIGHTS
UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH READS AS FOLLOWS:




A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR
HER



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MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


WITH FULL AWARENESS AND UNDERSTANDING OF THE ABOVE PROVISIONS, EXECUTIVE HEREBY WAIVES ANY RIGHTS
HE MAY HAVE UNDER SECTION 1542, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF
SIMILAR EFFECT. EXECUTIVE INTENDS TO, AND HEREBY DOES, RELEASE THE COMPANY RELEASEES FROM CLAIMS
WHICH EXECUTIVE DOES NOT PRESENTLY KNOW OR SUSPECT TO EXIST AT THIS TIME.




3.       Older Workers’ Benefit Protection Act. EXECUTIVE AGREES AND EXPRESSLY ACKNOWLEDGES
THAT THIS GENERAL RELEASE INCLUDES A WAIVER AND RELEASE OF ALL CLAIMS WHICH EXECUTIVE HAS OR MAY
HAVE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, 29 U.S.C. SECTION 621, ET
SEQ. (“ADEA”). THE FOLLOWING TERMS AND CONDITIONS APPLY TO AND ARE PART OF THE WAIVER AND RELEASE
OF ALL CLAIMS INCLUDING BUT NOT LIMITED TO THE ADEA CLAIMS UNDER THIS GENERAL RELEASE:



a.       That the Agreement and this General Release are written in a manner calculated to be
understood by Executive.



b.       The waiver and release of claims under the ADEA contained in this General Release do not
cover rights or claims that may arise after the date on which Executive signs this General Release.



c.       The Agreement provides for consideration in addition to anything of value to which
Executive is already entitled.



d.       Executive is advised to consult an attorney before signing this General Release.



e.       Executive is afforded twenty-one (21) days after Executive is provided with this General
Release to decide whether or not to sign this General Release, although Executive may waive such
period by signing the General Release sooner. If Executive executes this General Release prior to
the expiration of such period, Executive does so voluntarily and after having had the opportunity
to consult with an attorney.



f.       Executive will have the right to revoke this General Release within seven (7) days of
signing this General Release. In the event this General Release is revoked, this General Release
will be null and void in its entirety, and Executive will not receive the benefits described in
Section 6 of the Agreement.



h.       If Executive wishes to revoke the General Release, Executive shall deliver written notice
stating his intent to revoke this General Release to Cricket’s General Counsel on or before the
seventh (7th) day after the date hereof.



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4.       No Assignment of Claims. Executive represents and warrants to the Company
Releasees that there has been no assignment or other transfer of any interest in any Claim which
Executive may have against the Company Releasees, or any of them, and Executive agrees to indemnify
and hold the Company Releasees harmless from any liability, claims, demands, damages, costs,
expenses and attorneys’ fees incurred as a result of any person asserting any such assignment or
transfer of any rights or Claims under any such assignment or transfer from such party.



5.       No Suits or Actions. Executive agrees that if he hereafter commences, joins in, or
in any manner seeks relief through any suit arising out of, based upon, or relating to any of the
Claims released hereunder, or in any manner asserts against the Company Releasees any of the Claims
released hereunder, then he will pay to the Company Releasees against whom such suit or Claim is
asserted, in addition to any other damages caused thereby, all attorneys’ fees incurred by such
Company Releasees in defending or otherwise responding to said suit or Claim.



6.       No Admission. Executive further understands and agrees that neither the payment of
money nor the execution of this Release shall constitute or be construed as an admission of any
liability whatsoever by the Company Releasees.



7.       Voluntary Release. EXECUTIVE acknowledges that he has been advised to consult with
an attorney prior to signing this Agreement and has been given a full opportunity to consult with
his attorney with respect to the matters referenced in this General Release, and that EXECUTIVE has
obtained and considered such legal counsel as he deems necessary, such that EXECUTIVE is entering
into this General Release freely, knowingly and voluntarily.



IN WITNESS WHEREOF, Executive has executed this General Release on the date first written
above.





	 	 	 	 	 
	EXECUTIVE	 	LEAP WIRELESS INTERNATIONAL, INC.
	 
	 	 	 	 
	/s/ AMIN KHALIFA

	 	By:
	 	/s/ ROBERT J. IRVING, JR.
	 

	 	 	 	 
	Amin Khalifa	 	Name: Robert J. Irving, Jr.
Its: Senior Vice President
	 
	 	 	 	 
	 	 	Dated: September 6, 2007
	 
	 	 	 	 
	 	 	CRICKET COMMUNICATIONS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ ROBERT J. IRVING, JR.
	 

	 	 	 	 
	 	 	Name: Robert J. Irving, Jr.
Its: Senior Vice President
	 
	 	 	 	 
	 	 	Dated: September 6, 2007
	 
	 	 	 	 






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ADDENDUM B

PRESS RELEASE









FOR IMMEDIATE RELEASE




Leap contacts:

Greg Lund, Media Relations

858-882-9105

glund@leapwireless.com




James Seines, Investor Relations

858-882-6084

jseines@leapwireless.com




Jim Barron 212-687-8080

Matt Benson 415-618-8750

Sard Verbinnen & Co.




Leap to Review MetroPCS Proposal




~ Leap also Announces President and CEO Doug Hutcheson Assumes Interim CFO Role ~



SAN DIEGO — September 7, 2007 — Leap Wireless International, Inc. (NASDAQ: LEAP), a leading
provider of innovative and value-driven wireless communications services, today announced that its
Board of Directors will review the unsolicited proposal received on September 4 from MetroPCS
Communications, Inc. (NYSE: PCS) to acquire all of Leap.



Leap’s Board of Directors will make a determination regarding the proposal following completion of
its review. In connection with this matter, Leap is being advised by Goldman, Sachs & Co. and
Jeffrey Williams & Co. LLC as financial advisors, and Wachtell, Lipton, Rosen & Katz, and Latham &
Watkins, LLP as legal advisors.



Separately, Leap announced that CFO, Amin Khalifa, has resigned from the company to pursue other
interests. Leap CEO and President, Doug Hutcheson, will assume the additional duties of interim
CFO, pending the naming of a successor to Mr. Khalifa. Hutcheson held the post of CFO at Leap from
August 2002 to February 2005 when he was named CEO. “I want to thank Amin for his contributions,”
Hutcheson said.




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“We believe the company has made good progress in the last year and is positioned for continued
success. I wish Amin continued success in his future endeavors.”



About Leap

Leap provides innovative, high-value wireless services to a fast-growing, young and ethnically
diverse customer base. With the value of unlimited wireless services as the foundation of its
business, Leap pioneered both the Cricket® and Jump MobileTM services. The
company and its joint ventures now operate in 23 states and hold licenses for 35 of the top 50 U.S.
markets. Through its affordable, flat-rate service plans, Cricket offers customers a choice of
unlimited voice, text, data and mobile Web services. Jump Mobile is a unique prepaid wireless
service designed for the mobile-dependent, urban youth market. Headquartered in San Diego, Calif.,
Leap is traded on the NASDAQ Global Select market under the ticker symbol “LEAP.” For more
information, please visit www.leapwireless.com.



Leap is a U.S. registered trademark and the Leap logo is a trademark of Leap. Cricket is a U.S.
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