exv10w5



 




Exhibit 10.5




[Triton PCS Holdings, Inc. Letterhead]




[Date]




[Employee Name]

[Employee Address]




Dear [Employee Name]:



     As the [Title] of Triton Management Company, Inc. (“Triton”), you are
eligible to participate in Triton’s revised executive bonus program. The
revised bonus program has been approved by the Compensation Committee of the
Board of Directors of Triton PCS Holdings, Inc. for the benefit of certain
officers in job classifications of vice-president and above. In order to
participate in this program you must also be nominated by the Chief Operating
Officer and approved by the Chief Executive Officer. The revised bonus program
is intended to enhance the incentives provided to certain officers and to
reflect our expectation that future stock awards may be more limited than in
the past.



     You should understand that Triton believes that this program is an
important part of our overall compensation package. The existence of this
program does not affect any other portion of our compensation strategy.
Nevertheless, nothing in this agreement should be interpreted to offer or
continue any other compensation or bonus program and any bonus paid in addition
to those offered under this program, if any, will be determined from time to
time in the Company’s sole discretion.



     Your participation in this program carries with it certain obligations and
by participating in this program, you agree to the terms and conditions set
forth below:



1.     You will be eligible to receive the following bonus payments, subject to the
terms and conditions of this agreement:




[Bonus Schedule]



     In order to receive the foregoing payment, you must be employed on the
date the bonus payments are made (except as otherwise provided in Section 2
below). As a result, if you resign or if your employment is terminated by
Triton at any time for any reason, you will not be entitled to receive any
further payments under this agreement.



 







 



[Employee Name]

Date

Page 2



          In addition, your performance evaluation must reflect that your overall
performance meets Triton’s minimum acceptable standards for each evaluation
immediately preceding the payment of any scheduled bonus. Further, you will
not be entitled to receive any bonus payment in the event that you are in
breach of any agreement with Triton (including, but not limited to any
noncompetition, nonsolicit or similar agreement) or have violated any of
Triton’s policies in any material respect at the at the time of any scheduled
payment.



          Any amounts paid under this agreement will be subject to applicable taxes
and withholding.



2.     You will be entitled to be paid any amounts not previously paid under the
terms of this agreement in the event of a “change of control” if any of the
following occur:



     (a)  Your employment with Triton or its successor is terminated (other than
for cause) in connection with a change of control or prior to the one-year
anniversary of such change of control;



     (b)  You either: (i) decline employment, or (ii) terminate your employment
prior to the one-year anniversary of the change of control, because in either
case, your offer or employment or continuation of employment is in a position
that is not substantially similar to your position immediately prior to the
change of control or such position is located more than 30 miles from your
principal business office immediately prior to the change of control; or



     (c)  You remain in employment with Triton or its successor for the one-year
period immediately following the change of control.



     For purposes of this paragraph, the term “change of control” shall have
the same meaning as under your restricted stock award agreement as in effect as
of the date of any change of control.



3.     As a condition of payment of any amount provided in paragraph 1 above, you
may be required to execute a release of claims relating to the bonus payment
substantially in the form of the attached release.



4.     During the remaining term of your employment, you agree that you will
not, directly or indirectly, sell, transfer, assign, pledge, place in trust or
otherwise dispose of (collectively, “Transfer”) beneficial ownership of any
shares of Class A common stock of Triton however acquired (“Triton Shares”),
except as otherwise expressly permitted in this Section. Any such Transfer
shall be subject to the terms and conditions of any other agreements applicable
to your Transfer of Triton Shares as may be in effect during the term of this
agreement.



          (a)  You may Transfer Triton Shares provided the price per share is at
least eight dollars (as such amount may be appropriately adjusted for stock
splits, stock dividends,

 







 





[Employee Name]

Date

Page 3



combinations, recapitalizations and such similar events) or such lower
amount as may be established by the Committee from time to time in its sole
discretion.



          (b)  You may Transfer such Triton Shares as may be necessary to satisfy any
tax obligation arising as a result of the award or vesting of any Triton Shares
or upon the exercise of any option to acquire any Triton Shares.



          (c)  You may Transfer your Triton Shares provided you have not been
employed by Triton or any of its affiliates for a period of at least 90 days;
provided, however, that this 90-day restriction shall not apply if your
termination is Without Cause or for Good Reason.



          (d)  You may Transfer any Triton Shares that have been acquired in an open
market acquisition on or after January 1, 2001.



          (e)  In the event of a Transfer of any Triton Shares by J.P. Morgan
Partners (23 A SBIC), LLC, Equity-Linked Investors-II or Private Equity
Investors III, L.P., you may Transfer an equivalent proportion of your Triton
Shares.



     Nothing in this Section shall be deemed to preclude any Transfer of Triton
Shares either: (i) to members of your immediate family, or to a trust for the
benefit of members of your immediate family, provided that the family member or
trust agrees to continue to be bound by the transfer restrictions set forth in
this paragraph 4; or (ii) to or for the benefit of any charitable organization.



5.     You will be eligible to receive additional awards under the Triton PCS
Holdings, Inc. 1999 Stock and Incentive Plan (or any successor thereto) under
the terms of such plan as may be approved by the Committee from time to time.



6.     Except as otherwise expressly modified under this agreement, all other terms
and conditions of your employment shall continue in full force and effect.
This agreement is not intended to create, and shall not be construed to create,
a contract of employment or any modification of your status as an “at will”
employee of Triton.



7.     Any term of this agreement that is determined to be invalid or unenforceable
in any jurisdiction shall not effect the enforceability of the remaining terms
of this agreement or the validity or enforceability of any provision of this
agreement in any other jurisdiction.



8. You are not permitted to pledge or assign any of your rights, including the
right to receive any payments, under this agreement and any attempt to assign
your rights will be considered null and void. The promise to pay any amounts
under this agreement shall be considered an unfunded obligation of Triton and
you will not have any preferential rights to any assets of Triton.



 







 



[Employee Name]

Date

Page 4



     You may evidence your acceptance of the terms and conditions of this bonus
program by executing this agreement where provided below and returning it to
me.




	 	 	 
	 	 	
Triton Management Company
 
	 	 	
Michael E. Kalogris

Chief Executive Officer
 
	 	 	


	 	 	
[Employee Name]



 







 



RECEIPT AND AGREEMENT



The undersigned hereby agrees to accept and acknowledges receipt of     
     less applicable withholding for income and payroll taxes, as
full payment of all amounts due under the Triton bonus plan for calendar year
[200x]. In consideration of such payment the undersigned hereby irrevocably
and unconditionally releases Triton Management Company, Inc. and its
subsidiaries and affiliates, together with all of its employees, directors,
shareholders, officers, agents, representatives, successors, assigns, and the
like and all persons acting by, through or in concert with any of them
(collectively, the “Releasees”) from any and all charges, liabilities, damages
or causes of action (including attorneys’ fees and costs actually incurred)
relating to the bonus program.



The undersigned represents that in signing this Agreement he/she does not
rely, and has not relied, on any representation or statement not set forth in
this Agreement made by any representatives of the Releasees with regard to the
subject matter, basis or effect of this Agreement or otherwise. This Agreement
sets forth the entire agreement between the parties, and fully supersedes any
and all prior agreements or understandings between the parties pertaining to
the subject matter hereof.



IN WITNESS WHEREOF, the undersigned has executed this Agreement this           day
of           .





	 	 	 
	 	 	


	 	 	
[Employee]