exv10w9



 





Exhibit 10.9




October 19, 2006




Mr. Michael E. Kalogris

1100 Cassatt Road

Berwyn, PA 19312



Dear Mr. Kalogris:




     You previously entered into an employment agreement with SunCom Wireless Management Company,
Inc. (f/k/a Triton Management Company, Inc.) (the “Company”) and its parent, SunCom Wireless PCS
Holdings, Inc. (f/k/a Triton PCS Holdings, Inc.) (“SunCom”) dated as of February 4, 1998 (the
“Original Employment Agreement”) and thereafter amended by an Amendment No. 1 dated June 30, 1998,
an Amendment No. 2 dated December 31, 1998, an Amendment No. 3 dated June 8, 1999, a certain Letter
Agreement (the “2003 Letter Agreement”) dated May 6, 2003, a certain Letter Agreement (the “First
2005 Letter Agreement”) dated December 2, 2005, and a certain Letter Agreement (the “Second 2005
Letter Agreement”) dated December 14, 2005. The Original Employment Agreement as amended by
Amendments Nos. 1, 2 and 3, the 2003 Letter Agreement, the First 2005 Letter Agreement and the
Second 2005 Letter Agreement is referred to herein as the “Existing Employment Agreement.” Except
as otherwise defined herein, all capitalized terms shall have the meaning set forth in the Existing
Employment Agreement.



     SunCom and the Company pursuant to this letter agreement (this “Agreement”) hereby agree to
modify the terms of your Existing Employment Agreement as set forth below, effective as of the date
this Agreement is executed:



     1. Continuation Coverage. Section 5 of the Existing Employment Agreement is modified
to add the following language in a new subsection (b)(v) concerning your right to continued
coverage under the Company’s health benefits plans:




Following the end of the Employment Period pursuant to your
termination of employment for Good Reason, by reason of your death
or Disability, by the Company by notice of non-renewal of the
Agreement, or by the Company Without Cause, you shall be entitled
(in addition to any other benefits, payments or compensation) to
continuation of coverage under and participation rights in the
Company’s then existing medical, dental and prescription drug
programs for the 12-month period following the end of the Employment
Period (to the extent such continued coverage is permitted under
applicable law) at the same level of coverage (i.e. single, spousal
or family) applicable to you as of the date of termination and
subject to the same Company and employee contributions for such
coverage in effect as of the date of termination and during such
12-month period for similarly situated



 









 






Mr. Michael E. Kalogris

October 19, 2006

Page 2


employees, in each case, to the same extent as if you were still
employed by the Company during such period.



     2. All Other Provisions Remain Effective. Except as otherwise expressly modified
under this Agreement, all other terms and conditions of the Existing Employment Agreement shall
continue in full force and effect and are hereby ratified and confirmed. In the event of any
inconsistency between the terms of the Existing Employment Agreement and the terms of this
Agreement, the terms of this Agreement shall control.



     Please evidence your acceptance of the foregoing modification to the Existing Employment
Agreement by executing this Agreement where provided below and returning it to me, whereupon this
Agreement shall constitute the legally valid and binding obligation of the parties hereto,
enforceable against such parties in accordance with its terms, and future references to your
Employment Agreement shall mean the Existing Employment Agreement as amended by this Agreement.



     Pending execution of this Agreement or in the event you elect not to accept this offer, your
employment shall continue under the terms of the Existing Employment Agreement.



	 	 	 	 	 
	 	SunCom Wireless Holdings, Inc.

 	 
	 	By:  	/s/ Eric Haskell
 	 
	 	 	Eric Haskell 	 
	 	 	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	SunCom Wireless Management Company, Inc.

 	 
	 	By:  	/s/ William A. Robinson
 	 
	 	 	William A. Robinson 	 
	 	 	Executive Vice President, Operations 	 
	 



	 	 	 	 	 
	 	Executive

 	 
	 	/s/ Michael E. Kalogris
 	 
	 	MICHAEL E. KALOGRIS