**Exhibit 10.12.1**

***Execution Copy***

**NONQUALIFIED STOCK OPTION AGREEMENT**

**UNDER THE HORIZON PCS, INC.**

**2004 STOCK INCENTIVE PLAN**

 

ThisNONQUALIFIED STOCK OPTION AGREEMENT (this **“Agreement”**),made as of this 21st day of October, 2004, by and between Horizon PCS, Inc.(the **“Company”**) and Monesa Skocik (the **“Participant”**) who is an employee of the Company.

 

WITNESSETH:

 

WHEREAS,pursuant to the Company’s 2004 Stock Incentive Plan (the **“Plan”**),the Company 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 the covenants and agreements herein contained,the parties hereto hereby agree as follows:

 

1.             **Grant ofOption**.  Subject to theterm and conditions set forth herein and in the Plan, which is attached heretoas Exhibit A, the Company hereby grants to the Participant, during the periodcommencing on the date of this Agreement and ending on the close of business onthe day of the tenth anniversary of the date hereof (the **“Expiration Date”**), the right and option (the **“Option”**) to purchase from the Company, at aprice of $17.76 per share (the **“Option Price”**), an aggregate of59,202 shares of Stock (the **“Option Shares”**).

 

2.             **Limitationon Exercise of Option**. Subject to the terms and conditions set forth herein and in the Plan,the Option will become vested and exercisable with respect to 16.67% of theshares subject to the Option on the six (6) month anniversary of the date ofgrant and as to an additional 16.67% on each six (6) month anniversarythereafter until the Option is 100% vested; provided, that, theParticipant is then employed by the Company. Notwithstanding the foregoing, subject to the limitations of the Plan,the Committee may accelerate the vesting and exercisability of all or part ofthe Option at any time and for any reason.

 

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

 

#### (a)          Upon termination of the Participant’semployment by the Company without Cause or by the Participant for Good Reason(as such terms are defined below), the Option, to the extent not fully vested,shall become 100% vested and exercisable and the Participant may exercise theOption until the earlier of the Expiration Date or the last day of the 90-dayperiod following such termination of employment, and the Option shallthereafter terminate and cease to be exercisable.

####  

(b)         Upon terminationof the Participant’s employment with the Company for any other reason nototherwise specified in clause (a) above, the unvested portion of the Optionshall terminate and cease to be exercisable and the Participant or his estateor legal beneficiaries in the case of his death, as applicable, may exercisethe vested portion of the Option, but only to the extent the Option wasexercisable immediately prior to termination of employment, until the

 

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earlier of the Expiration Date or the last day of the thirty (30) dayperiod following termination of employment (or one (1) year period in the eventhis termination of employment is as a result of his death), and the Optionshall thereafter terminate and cease to be exercisable.

 

#### (c)          Participant acknowledges and agreesthat the continued 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.             **Issuanceof Shares**.  Except asotherwise provided in the Plan, and subject to applicable law, as promptly aspractical after receipt of such written notification of exercise and fullpayment of the Option Price and any required income tax withholding, theCompany shall issue or transfer to the Participant the number of Option Shareswith respect to which Options have been so exercised (less shares withheld insatisfaction of tax withholding obligations, if any), and shall deliver to theParticipant a certificate or certificates therefore, registered in theParticipant’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 asShareholder**.  TheParticipant or a transferee of the Options shall have no rights as ashareholder with respect to any Option Shares until he shall have become theholder of record of such shares, and no adjustment shall be made for dividendsor distributions or other rights in respect of such Option Shares for which therecord date is prior to the date upon

 

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which he shall become the holder of record thereof.

 

9.             **Compliancewith Law**.  Notwithstandingany of the provisions hereof, the Participant hereby agrees that he will notexercise the Option, and that the Company will not be obligated to issue ortransfer any shares to the Participant hereunder, if the Committee determines,in its sole discretion, that the exercise of the Option or the issuance ortransfer of the Option Shares constitutes a violation by the Participant or theCompany of any provisions of any law or regulation of any governmentalauthority.  Such determination by theCommittee shall be final, binding and conclusive.  The Company shall in no event be obliged toregister any securities pursuant to the Securities Act of 1933 (as now ineffect or as hereafter amended) or to take any other action in order to causethe exercise of the Option or the issuance or transfer of Option Sharespursuant thereto to comply with any law or regulation of any governmentalauthority.

 

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 to theparty 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.           **Nonqualified Stock Option**.  The Option granted hereunder is not intendedto be an “incentive stock option” within the meaning of Section 422 of the Code(**“ISO”**).

 

13.           **Binding Effect**.  Subject to Section 6 hereof, this Agreementshall be binding upon the heirs, executors, administrators and successors ofthe parties hereto.

 

14.           **No Right to ContinuedEmployment**.  Nothing inthis Agreement or in the Plan shall confer upon the Participant any right tocontinue in the service of the Company or shall interfere with or restrict inany way the rights of the Company, which are hereby expressly

 

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reserved, to terminate the services of or discharge the Participant atany time for any reason.

 

15.           **Governing Law**.  Except to the extent governed by the DelawareGeneral Corporation Law, this Agreement shall be governed by, and construed andenforced in accordance with, the laws of the State of Ohio without regard toits conflict of law principles.

 

16.           **Plan**.  The terms and provisions of the Plan are incorporatedherein by reference, and the Participant hereby acknowledges receiving a copyof the Plan.  In the event of a conflictor inconsistency between the terms and provisions of the Plan and theprovisions of this Agreement, the Plan shall govern and control.  All capitalized terms not defined hereinshall have the meaning ascribed to them as set forth in the Plan.

 

17.           **Successors and Assigns**.  The Company may assign any of its rightsunder this Agreement.  This Agreementshall be binding upon and inure to the benefit of the successors and assigns ofthe Company.  Subject to the restrictionson transfer set forth herein, this Agreement shall be binding upon theParticipant and the Participant’s heirs, executors, administrators, and legalrepresentatives.

 

18.           **Gender and Number**.  The masculine pronoun shall be deemed toinclude the feminine, and words in the singular shall be deemed to include theplural and the plural shall be deemed to include the singular, unless adifferent meaning is plainly required by the context.

 

19.           **Definitions**.

 

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

##  

## (b)         Whenever the word **“Participant”** is used in any provision ofthis Agreement under circumstances where the provision should logically beconstrued to apply to the beneficiaries, the executors, the administrators, orthe person or persons to whom the Options may be transferred by will or by thelaws of descent and distribution, the word **“Participant”**shall be deemed to include such person or persons.

##  

## (c)          The term **“Cause”** means (i) Participant’s conviction of, or plea ofguilty or no contest to: (A) any felony or other criminal offense that couldresult in imprisonment of at least 1 year or (B) a crime involving fraud,theft, misappropriation, dishonesty or embezzlement under either federal orstate law; (ii) Participant’s dishonesty in communications to the Company’sBoard of Directors (the “Board”), any member of the Board or any other superiorofficer or superior employee he is required to report to in the course offulfilling Participant’s material employment duties; (iii) Participant’s provencommission of intentional or grossly negligent acts that materially impair thegoodwill or business of the Company or cause material damage to its property,goodwill or business; or (iv) Participant’s willful failure to performParticipant’s employment duties in any material respect (other than as a resultof Participant’s short term disability or medical emergency involving a memberof Participant’s immediate family, or as the result of any Company approvedleave).

##  

(d)         The term **“Good Reason”**means (i) any reduction in Participant’s annual

 

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base salary or target incentive bonus opportunity; (ii) any requirementby the Company that Participant’s services be rendered primarily at a locationor locations other than within 35 miles of Participant’s current officelocation for other than a de minimis period of time, without Participant’sprior written consent; provided, that, Participant shall not haveGood Reason if he is required to engage in reasonable amounts of travel onCompany business; or (iii) a material adverse alteration in the nature andstatus of Participant’s responsibilities unless such alteration is remediedwithin thirty days following written notification by Participant to the Companyof the alleged material adverse alteration.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement as of the day and year first above written.

 

 
|   |   | HORIZON PCS, INC. |
|--------|--------|-------------------|
|   |   |              |
|   |   |              |
|   |   | By:               |    /s/ William A. McKell |   |
|   |   |              | Name: |  William A. McKell |
|   |   |              | Title: |  President & Chief Executive   Officer |
|   |   |              |
|   |   |              |
|   |   | PARTICIPANT       |
|   |   |              |
|   |   |              |
|   |   | /s/ Monesa Skocik |   |
|        |        |                   |  |  |  |

 

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