exv10w3






Exhibit 10.3




Cricket




 




April 7,
2008




Mr. Jeffrey E. Nachbor

14107 Manor Drive

Leawood, KS 66224




Dear Jeff:



We are pleased to offer you the position of Senior Vice President, Financial Operations/Chief
Accounting Officer reporting to Doug Hutcheson, Chief Executive Officer President/Acting Chief
Financial Officer, Leap Wireless, International. The terms of the offer are as follows:





	 	1.	 	A starting bi-weekly salary of $12,500.00; if annualized, $325,000.
	 
	 	2.	 	In consideration of the importance of this position, you will receive a sign-on bonus
of $50,000 (less applicable taxes) payable within 30 days of assuming the responsibilities
of your position.
	 
	 	 	 	Should you terminate your employment with Cricket within one year of receiving this bonus,
you agree to payback a pro-rated amount of the sign-on bonus received.
	 
	 	3.	 	Eligibility to participate in our Short Term Incentive Bonus Plan. You will have an
opportunity to earn a target bonus up to 65% of your base compensation. The bonus payout
will be based on company and individual performance and prorated based on your date of
employment.
	 
	 	 	 	We will guarantee the first half ‘08 bonus at 100% of target. This bonus will be paid 8
weeks after the close of the second quarter.
	 
	 	4.	 	Cricket agrees to pay you retention bonuses as follows:






	 	•	 	$50,000 (less taxes) to be paid at the end of your first year of employment.
	 
	 	•	 	$50,000 (less taxes) to be paid at the end of your second year of employment.





 









 






	 	•	 	$50,000 (less taxes) to be paid at the end of your third year of employment.






	 	5.	 	This offer is contingent upon the successful completion of reference checks to be
completed by Leap within 5 business days of this offer of employment.
	 
	 	6.	 	Attached you will find a comprehensive description of our benefits package for your
information. In addition to your normal paid time off accrual you will accrue one
additional week of paid time off annually. Therefore, your annual paid time off accrual
for years one through five will be four weeks per year.
	 
	 	7.	 	We will facilitate your relocation from Leawood, Kansas to San Diego, California. A
copy of our relocation package/program is enclosed for your review.
	 
	 	 	 	The company will provide you with a temporary living
allowance of $55,000 grossed up to
cover your temporary living expenses for up to 14 months. This
$55,000 is designed to
cover all of your expenses (housing, utilities, food, travel, etc).
	 
	 	 	 	Should you terminate your employment prior to the 14 months, you will be required to
payback a prorated portion of these monies.
	 
	 	8.	 	You will be eligible to participate in Cricket’s Long Term Incentive Plan (LTIP),
which consists of 85,000 stock options and 20,000 shares of restricted stock. The
restricted stock and stock options will have a five year vesting schedule and are
performance based. Your stock grant will be contingent upon approval by Leap’s Board of
Directors, which we expect to obtain within 45 days of your date of hire. You will be
notified in writing of the approval and the corresponding LTIP documents will be provided
to you at that time.
	 
	 	9.	 	As an officer of the company, you will be eligible to participate in the Severance
Program for Senior Vice Presidents. Attached, please find a sample copy of our severance
agreement. During your first month of employment with the company, we will finalize this
benefit.




Please note that this offer of employment is contingent upon the favorable results of a drug and
alcohol test, the results of a background investigation and your signing and agreeing to the terms
of the Invention Disclosure, Confidentiality & Proprietary Rights Agreement. We will initiate the
background investigation immediately. Included with this letter is a clinic passport that contains
the name, address, and telephone number of the medical center that you will go to in order to
complete your pre-employment drug and alcohol test specimen collection. Please take this passport
with you when you go for your test.




 









 







You must appear at Lab Corp PSC (please call first before going) for your drug and alcohol test
within 36 hours of your receipt of this offer letter. Please be sure to have a photo ID with you
when you check in for the screening.



Please return a signed copy of this offer letter along with the attached Terms of Employment and
Invention Disclosure, Confidentiality & Proprietary Rights Agreement. Please note that this offer
is valid for five days from the date of this letter. If you have any questions, please do not
hesitate to call me at (858) 882-6015.



Congratulations and welcome!



Sincerely,



/s/
Leonard C. Stephens



Leonard C Stephens

Senior Vice President Human Resources



I accept the offer of employment made to me by Cricket Communications, Inc. and agree to the terms
set forth above.




	 	 	 	 	 
	Offer accepted:
	 	Jeffrey E. Nachbor	 	/s/ Jeffrey E. Nachbor
	 

	 	 
Printed Name
	 	 
Signature