**Exhibit10.1.1**

***Execution Copy***

 

**NONQUALIFIEDSTOCK OPTION AGREEMENT**

**UNDER THEHORIZON PCS, INC.**

**2004 STOCKINCENTIVE PLAN**

 

This NONQUALIFIED STOCK OPTION AGREEMENT(this **“Agreement”**), made as of this 21st dayof October, 2004, by and between Horizon PCS, Inc. (the **“Company”**)and William A. McKell (the **“Participant”**)who is an employee of the Company.

 

WITNESSETH:

 

WHEREAS, pursuant to the Company’s 2004 StockIncentive Plan (the **“Plan”**), theCompany desires to afford the Participant the opportunity to acquire, orenlarge, his ownership of the Company’s common stock (**“Stock”**),so that he may have a direct proprietary interest in the Company’s success.

 

NOW, THEREFORE, in consideration of thecovenants and agreements herein contained, the parties hereto hereby agree asfollows:

 

1.                                       **Grant of Option**.  Subjectto the term and conditions set forth herein and in the Plan, which is attachedhereto as Exhibit A, the Company hereby grants to the Participant, during theperiod commencing on the date of this Agreement and ending on the close ofbusiness on the day of the tenth anniversary of the date hereof (the **“Expiration Date”**),the right and option (the **“Option”**) to purchase from theCompany, at a price of $17.76 per share (the **“Option Price”**), an aggregate of197,340 shares of Stock (the **“Option Shares”**).

 

2.                                       **Limitation on Exercise of Option**.  Subjectto the terms and conditions set forth herein and in the Plan, the Option willbecome vested and exercisable with respect to 16.67% of the shares subject tothe Option on the six (6) month anniversary of the date of grant and as to anadditional 16.67% on each six (6) month anniversary thereafter until the Optionis 100% vested; provided, that, the Participant is then employedby the Company.  Notwithstanding the foregoing,subject to the limitations of the Plan, the Committee may accelerate thevesting and exercisability of all or part of the Option at any time and for anyreason.

 

3.                                       **Termination of Employment**.  Upon atermination of employment, the Option shall remain exercisable as follows:

 

#### (a)                                  Upon termination of the Participant’s employmentby the Company without Cause or by the Participant for Good Reason (as suchterms are defined below), the Option, to the extent not fully vested, shallbecome 100% vested and exercisable and the Participant may exercise the Optionuntil the earlier of the Expiration Date or the last day of the 90-day periodfollowing such termination of employment (or 180 days if the Participant’semployment is terminated by the Company without Cause or by the Participant forGood Reason and such termination occurs concurrent with or within six (6)months following a Change in Control (as defined in the Plan)), and the Optionshall thereafter terminate and cease to be exercisable.

 

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(b)                                 Upon termination of the Participant’s employmentwith the Company for any other reason not otherwise specified in clause (a)above, the unvested portion of the Option shall terminate and cease to beexercisable and the Participant or his estate or legal beneficiaries in thecase of his death, as applicable, may exercise the vested portion of theOption, but only to the extent the Option was exercisable immediately prior totermination of employment, until the earlier of the Expiration Date or the lastday of the thirty (30) day period following termination of employment (or one(1) year period in the event his termination of employment is as a result ofhis death), and the Option shall thereafter terminate and cease to beexercisable.

 

(c)                                  Participant acknowledges and agrees that thecontinued vesting of the Option granted hereunder is premised upon hisprovision of future services to the Company and the vesting of such Optionshall not accelerate upon his termination of employment for any reason unlessspecifically provided for herein.

 

4.                                       **Time and Method of Exercising Option**.  The Option, to the extent vested, may beexercised, in whole or in part, by giving written notice of exercise to theCompany specifying the number of whole shares of Stock to be purchased.  Such notice shall be accompanied by thepayment in full of the Option Price. Such payment shall be made either: (i) in cash at the time of purchase,(ii) by tendering shares of Stock (either by actual delivery of shares or byattestation) that are acceptable to the Committee and have been held by theParticipant for at least six months prior to the exercise, and were valued atFair Market Value as of the day the shares are tendered, (iii) in any combinationof cash, shares, or attested shares, as determined by the Committee in its solediscretion or (iv) to the extent permitted by applicable law, Participant mayelect to pay the Option Price upon the exercise of an Option by irrevocablyauthorizing a third party to sell shares of Stock (or a sufficient portion ofthe shares) acquired upon exercise of the Option and remit to the Company asufficient portion of the sale proceeds to pay the entire Option Price and anytax withholding resulting from such exercise.

 

5.                                       **Issuance of Shares**.  Except as otherwise provided in the Plan, andsubject to applicable law, as promptly as practical after receipt of suchwritten notification of exercise and full payment of the Option Price and anyrequired income tax withholding, the Company shall issue or transfer to theParticipant the number of Option Shares with respect to which Options have beenso exercised (less shares withheld in satisfaction of tax withholdingobligations, if any), and shall deliver to the Participant a certificate orcertificates therefore, registered in the Participant’s name.

 

6.                                       **Non-Transferability**.  The Option shall not be transferable by theParticipant other than by will or by the laws of descent and distribution, andthe Option shall be exercisable during the lifetime of the Participant only bythe Participant or his guardian or legal representative.  The terms of the Option shall be final,binding and conclusive upon the beneficiaries, executors, administrators, heirsand successors of the Participant.  Untilthe Option has vested, shares subject to the Option shall not be sold,transferred or otherwise disposed of, shall not be pledged or otherwisehypothecated and shall not be subject to the claims of creditors.

 

7.                                       **Adjustments**.  Options may be adjusted or terminated in anymanner as contemplated by the Plan.

 

8.                                       **Rights as Shareholder**.  The Participant or a transferee of theOptions shall have

 

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no rights as a shareholder with respect to any Option Shares until heshall have become the holder of record of such shares, and no adjustment shallbe made for dividends or distributions or other rights in respect of suchOption Shares for which the record date is prior to the date upon which heshall become the holder of record thereof.

 

9.                                       **Compliance with Law**.  Notwithstanding any of the provisions hereof,the Participant hereby agrees that he will not exercise the Option, and thatthe Company will not be obligated to issue or transfer any shares to the Participanthereunder, if the Committee determines, in its sole discretion, that theexercise of the Option or the issuance or transfer of the Option Sharesconstitutes a violation by the Participant or the Company of any provisions ofany law or regulation of any governmental authority.  Such determination by the Committee shall befinal, binding and conclusive.  TheCompany shall in no event be obliged to register any securities pursuant to theSecurities Act of 1933 (as now in effect or as hereafter amended) or to takeany other action in order to cause the exercise of the Option or the issuanceor transfer of Option Shares pursuant thereto to comply with any law orregulation of any governmental authority.

 

10.                                 **Taxes**.  At such time as the Participant recognizestaxable income in connection with the receipt of shares or cash hereunder (a **“Taxable Event”**), the Participant shall pay to the Companyan amount equal to the minimum federal, state and local income taxes and otheramounts as may be required by law to be withheld by the Company in connectionwith the Taxable Event (the **“Withholding Taxes”**)prior to the issuance of such shares or the payment of such cash.  The Committee, in its discretion, and subjectto such requirements as the Committee may impose prior to the occurrence ofsuch withholding, may permit such withholding obligations to be satisfiedthrough cash payment by the Participant, through the surrender of shares ofStock which the Participant already owns, or through the surrender of shares ofStock to which the Participant is otherwise entitled under the Plan, but onlyto the extent of the Withholding Taxes.

 

11.                                 **Notice**.  Every notice or other communication relatingto this Agreement shall be in writing, and shall be mailed to or delivered tothe party for whom it is intended at such address as may from time to time bedesignated by it in a notice mailed or delivered to the other party as hereinprovided; provided, that, unless and until some other address beso designated, all notices or communications by the Participant to the Companyshall be mailed or delivered to the Company at its principal executive office,and all notices or communications by the Company to the Participant may begiven to the Participant personally or may be mailed to him at his address asrecorded in the records of the Company. Notwithstanding the foregoing, at such time as the Company institutes apolicy for delivery of notice by e-mail, notice may be given in accordance withsuch policy.

 

12.                                 **NonqualifiedStock Option**.  The Optiongranted hereunder is not intended to be an “incentive stock option” within themeaning of Section 422 of the Code (**“ISO”**).

 

13.                                 **BindingEffect**.  Subject to Section 6hereof, this Agreement shall be binding upon the heirs, executors, administratorsand successors of the parties hereto.

 

14.                                 **No Rightto Continued Employment**. Nothing in this Agreement or in the Plan shall confer upon theParticipant any right to continue in the service of the Company or shall

 

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interfere with or restrict in any way the rights of the Company, whichare hereby expressly reserved, to terminate the services of or discharge theParticipant at any time for any reason whatsoever.

 

15.                                 **GoverningLaw**.  Except to the extentgoverned by the Delaware General Corporation Law, this Agreement shall begoverned by, and construed and enforced in accordance with, the laws of theState of Ohio without regard to its conflict of law principles.

 

16.                                 **Plan**.  The terms and provisions of the Plan areincorporated herein by reference, and the Participant hereby acknowledgesreceiving a copy of the Plan.  In theevent of a conflict or inconsistency between the terms and provisions of thePlan and the provisions of this Agreement, the Plan shall govern andcontrol.  All capitalized terms notdefined herein shall have the meaning ascribed to them as set forth in thePlan.

 

17.                                 **Successorsand Assigns**.  The Companymay assign any of its rights under this Agreement.  This Agreement shall be binding upon andinure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer setforth herein, this Agreement shall be binding upon the Participant and theParticipant’s heirs, executors, administrators, and legal representatives.

 

18.                                 **Genderand Number**.  The masculinepronoun shall be deemed to include the feminine, and words in the singularshall be deemed to include the plural and the plural shall be deemed to includethe singular, unless a different meaning is plainly required by the context.

 

19.                                 **Definitions**.

 

## (a)                                  The term **“Company”**as used in this Agreement with reference to employment shall includethe Company and its Subsidiaries, as appropriate.

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## (b)                                 Whenever the word **“Participant”** is used in any provision of this Agreement undercircumstances where the provision should logically be construed to apply to thebeneficiaries, the executors, the administrators, or the person or persons towhom the Options may be transferred by will or by the laws of descent and distribution,the word **“Participant”** shall bedeemed to include such person or persons.

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## (c)                                  The term**“Cause”**means (i) Participant’s conviction of, or plea of guilty or no contest to: (A)any felony or other criminal offense that could result in imprisonment of atleast 1 year or (B) a crime involving fraud, theft, misappropriation,dishonesty or embezzlement under either federal or state law; (ii) Participant’sdishonesty in communications to the Company’s Board of Directors (the “Board”),any member of the Board or any other superior officer or superior employee heis required to report to in the course of fulfilling Participant’s materialemployment duties; (iii) Participant’s proven commission of intentional orgrossly negligent acts that materially impair the goodwill or business of theCompany or cause material damage to its property, goodwill or business; or (iv)Participant’s willful failure to perform Participant’s employment duties in anymaterial respect (other than as a result of Participant’s short term disabilityor medical emergency involving a member of Participant’s immediate family, oras the result of any Company approved leave).

 

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## (d)                                 The term **“GoodReason”**means (i) any reduction in Participant’s annual base salaryor target incentive bonus opportunity; (ii) any requirement by the Company thatParticipant’s services be rendered primarily at a location or locations otherthan within 35 miles of Participant’s current office location for other than ade minimis period of time, without Participant’s prior written consent; provided,that, Participant shall not have Good Reason if he is required to engagein reasonable amounts of travel on Company business; or (iii) a materialadverse alteration in the nature and status of Participant’s responsibilitiesunless such alteration is remedied within thirty days following writtennotification by Participant to the Company of the alleged material adversealteration.  Participant shall have GoodReason to terminate his employment under this clause if the Company is acquiredby, or merged with, a Sprint PCS affiliate (excluding Sprint FON Group in suchaffiliated group) and Participant is not appointed the chief executive officerof the acquired or merged entity at the time of such acquisition or merger.

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[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement asof the day and year first above written.

 

 
|   | HORIZON PCS, INC.     |
|--------|-----------------------|
|   |                  |
|   |                  |
|   | By:                   |  /s/  Peter Holland |   |
|   |                  | Name: | Peter Holland |
|   |                  | Title: | Chief Financial Officer |
|   |                  |
|   |                  |
|   | PARTICIPANT           |
|   |                  |
|   |                  |
|   | /s/ William A. McKell |   |
|        |                       |  |  |  |  |

 

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