Exhibit 10.14


 


EMPLOYMENT AGREEMENT


Amended and Restated as of February 24,
2004


 


This Employment Agreement, dated as of February 24, 2004 is
entered into between Nextel Partners Operating Corp., a Delaware corporation,
Nextel Partners, Inc., a Delaware corporation (collectively the “Company”), and
John Chapple, (“Executive”).


 


WHEREAS, the Company desires to employ Executive and to enter into an
agreement embodying the terms of such employment (the “Agreement”), and
Executive desires to accept such employment and enter into this Agreement.


 


NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Company and Executive, intending to be legally bound, hereby
agree as follows:


 


1.                                       Employment.


 


(a)  Agreement to Employ.  Upon the terms and subject to the conditions
hereof the Company shall employ Executive as President and Chief Executive
Officer of Nextel Partners, Inc. and Nextel Partners Operating Corp. until the
Expiration Date (as defined in Section 1(b)), any date to which this
Agreement shall have been extended pursuant to section 1(b) or any earlier
termination of this Agreement pursuant to the provisions hereof.  Executive’s office shall be located in the
Seattle, Washington metropolitan area. 
During the term of his employment hereunder, Executive will devote
substantially all of his business time to the performance of his duties
hereunder.


 


(b)  Employment Period.  Unless earlier terminated pursuant to the
provisions hereof, the initial term of Executive’s employment with the Company
shall be for a period of one year commencing on the date of this Agreement and
continuing until February 24, 2005 (the “Expiration Date”).  The term of this Agreement shall
automatically extend for successive one-year terms commencing on the Expiration
Date unless Executive or the Company’s board of directors provides written
notice to the other party at least thirty (30) calendar days prior to the end
of the then current term indicating that the party giving notice does not wish
to extend the Agreement.  In such event,
the Agreement shall terminate at the end of the then current term.


 


2.                                       Responsibility.  Executive shall be responsible for providing
overall strategic and operational leadership for the Company and for such other
duties commensurate with his position that may be assigned from time to time by
the board of directors of the Company. 
Executive shall report directly to the board and shall be subject to the
overall supervision of the board.


 

















 


3.                                       Compensation
and Benefits.


 


(a)  Salary, Bonus and
Benefits.


 


(i)  The Company shall pay
Executive a base salary in the annual amount of $550,000 payable bi-weekly or
in such other manner as is consistent with the 
Company’s normal payroll practices.


 


(ii)  The Company shall (subject
to the review and approval by the compensation committee of the board of
directors) establish a performance based program pursuant to which Executive
shall receive, if performance targets are met, an additional annual cash
payment of up to one hundred percent (100%) of Executive’s then current base
salary (or such higher amount as the compensation committee may approve).


 


(iii)  The Company shall offer
to Executive a benefits package equivalent to that provided to the Company’s
other employees and senior-level executive’s (including, without
limitation,  participation in the
Company’s medical, dental, vision, life and disability insurance programs, the
Company’s 401(k) plan, the Company’s stock purchase program, and such other
plans or programs as may be made available). 
In addition, the Company shall maintain a life insurance policy on the
life of Executive and payable upon death of the Executive to a beneficiary or
beneficiaries designated by Executive, in an amount not less than $500,000.


 


(iii)  For so long as this
Agreement is renewed, the compensation committee of the board of directors
shall each year on or before the anniversary date of this Agreement review the
Executive’s base salary and bonus payment in light of the performance of
Executive and the Company, and may increase (but not decrease) such base salary
and bonus payment by an amount it determines to be appropriate.


 


(b)  Expenses.  Executive shall maintain his own automobile
and shall carry liability insurance in the minimum amount of $300,000.  The Company shall reimburse Executive
monthly for business use of his automobile at the prevailing IRS rate per
mile.  Executive shall also be
reimbursed monthly for all other reasonable out-of-pocket expenses incurred or
paid by Executive while representing the Company or conducting Company
business.  Executive shall be
responsible for maintaining records reasonably satisfactory to support all
claimed business usage of his automobile and to substantiate all out-of-pocket
expenses incurred for which reimbursement is sought and shall furnish such
records to the Company in accordance with its policies.


 


(c)  Vacation.  Executive shall be entitled to 15 vacation
days each calendar year, any or all of which may be carried over into a new
calendar year, for a maximum accrual of 30 days.  Executive shall also be entitled to any paid or unpaid holidays
provided by the Company in accordance with its generally applicable personnel
policies.  Upon termination of
Executive’s services under this Agreement, Executive will


 

















 


be paid for unused and accrued vacation time
earned through the last completed day of service.


 


(d)  Indemnification.  The Company shall indemnify and hold
Executive harmless in accordance with the terms of the Company’s certificate of
incorporation and bylaws, in each case as in effect on the date hereof.


 


(e)  D&O
Insurance.  The Company shall
maintain directors and officers’ liability insurance coverage covering
Executive in amounts customary for similarly situated companies in the
telecommunications industry and with reputable insurers.  All such policies shall provide for coverage
to Executive on the same terms and conditions applicable to the coverage
provided under such policies to the Company’s other directors and officers.


 


4.                                       Nondisclosure
of Proprietary and Confidential Information.


 


(a)  Confidential
Information.  Executive agrees to
refrain (whether during or after his employment with the Company) from
disclosing or using, except as permitted by this Agreement or otherwise
authorized by the Company’s board of directors, any secrets or confidential
information with respect to the Company or any of the Company’s direct or
indirect wholly owned subsidiaries (collectively the “Covered Entities”),
including without limitation its trade secrets, patents, affairs, business
plans, strategic, commercial or financial information other than information
that is or becomes publicly available through no fault of Executive (the
“Confidential Information”). 
Confidential Information may be used solely for the benefit of the
Company, and Executive shall not make any other use of such information.
Executive agrees that all materials relating to the business of any Covered
Entity that are provided or made available to Executive, or created by
Executive, during the course of Executive’s services to the Company shall be
and remain the property of the Company and/or the applicable Covered Entity
(subject to the terms of any separate agreement between the Company and the
affected Covered Entity), whether or not such materials constitute or contain
Confidential Information, and all copies of such materials shall be returned to
the Company immediately upon the termination of Executive’s services to the
Company.  In the event that the Company
notifies the Executive that it has entered into a confidentiality agreement
with a Covered Entity or with any Affiliate of the Company with respect to
confidential information provided to the Company, the Executive shall comply
with such reasonable obligations thereunder as are applicable to the Executive.


 


(b)  Innovations;
Inventions.  Executive hereby sells,
transfers and assigns to the Company all right, title and interest of Executive
in and to any and all inventions, ideas, disclosures and improvements of any
kind or nature whatsoever, whether patented or unpatented, and any and all
copyrightable materials, in either case whether made or conceived in whole or
in part by Executive alone or together with others during the initial term of
this Agreement or any renewal term, that (i) relate to any methods, designs,
products, processes, apparatus, service or devices sold, leased used or under
construction or development by the Company or the Covered Entities, (ii) relate
to the business,


 

















 


functions or operations of the Company or the
Covered Entities, or (iii) arise from, in whole or in part, the efforts of
Executive on behalf of the Company. 
Executive will communicate and disclose to the Company promptly all
information, data and details pertaining to any inventions, ideas, disclosures
and improvements described above, in such form or format as the Company may
reasonably request.  During the term of
this Agreement or any renewal term and thereafter, Executive will execute,
acknowledge or deliver to the Company (at the Company’s expense) such formal
transfers and assignments and such other papers and documents as may be
required of Executive to permit the Company to file and prosecute any patent
applications the Company desires to file and prosecute relating to any of the
foregoing, and, as to copyrightable material, to obtain copyright thereon.


 


(c) 
Notwithstanding the foregoing provisions of this Section 4 or any
other provision of this Agreement, nothing in this Agreement shall prohibit or
restrict Executive from: (i) providing information to, testifying or otherwise
assisting in any investigation or proceeding brought by any federal regulatory
or law enforcement agency or legislative body, or any self-regulatory
organization; (ii) providing information to or assisting in an investigation by
the Company’s designated legal, compliance and/or human resources officers; or
(iii) testifying, participating or otherwise assisting in a proceeding relating
to an alleged violation of any federal, state or municipal law relating to
fraud or any rule or regulation of the Securities and Exchange Commission or
any self-regulatory organization.


 


5.                                       Non-Competition;
Non-Solicitation.


 


(a) 
In view of the unique value to the Company of Executive’s services and
because of the Confidential Information to be obtained by or disclosed to
Executive as described above, Executive agrees that, during the term of this
Agreement and for a period of one year thereafter, provided that this Agreement
is not terminated by the Company without Cause (as defined below) or by the Executive
for Good Reason (as defined below):


 


(i)  Executive will not directly
or indirectly assist or become associated with any wireless voice communication
service provider in any business of such provider that competes in any of the
markets of any of the Covered Entities, whether as a principal, partner,
employee, consultant or shareholder (other than as a holder of less than 5% of
the outstanding voting shares of any publicly traded company);


 


(ii)  Executive will not
directly or indirectly solicit for employment or employ any employee of any of
the Covered Entities, unless such solicited person shall have ceased to be
employed by any such entity for a period of at least six months; and


 


(iii)  Executive will not
directly or indirectly solicit business from customers of any of the Covered
Entities, provided that the foregoing shall not restrict Executive or any
entity with which Executive is associated from soliciting or doing business
with any customer of any of the Covered Entities, if such solicitation does not


 

















 


interfere with any business relationship
between such solicited customer and any of the Covered Entities.


 


(b) 
If Executive violates any provision of Section 4 or
Section 5(a), the Company shall be entitled to receive provable damages
caused by such breach, provided that Executive shall not be liable for
indirect, special, consequential or punitive damages (it being understood and
agreed that this remedy is in addition to, and not a limitation on, any
injunctive relief or other rights or remedies to which the Company is or may be
entitled to at law or in equity). 
Executive acknowledges and agrees that the Company’s (and as applicable,
each Covered Entity’s) remedies at law for a breach of any provision of
Section 4 or Section 5(a) would be inadequate and, in recognition of
this fact, Executive agrees that, in the event of such a breach, in addition to
any remedies at law, the Company and, as to Section 4, each Covered
Entity, without posting any bond, shall be entitled to obtain equitable relief
in the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be
available.  As provided in
Section 10(i) hereof, the equitable remedies referenced in this
Section 5(b) shall be in addition to, and not in substitution for or
exclusion of, any other remedies available at law or in equity for any breach
of either or both of Sections 4 or 5. 
Executive and the Company each specifically acknowledge and agree that
the provisions of Sections 4 and 5 are for the express benefit of each Covered
Entity and that (i) no waiver, amendment or other modification of Sections 4 or
5 with respect to a Covered Entity shall be effective unless it has been
consented to in writing by such Covered Entity, and (ii) each such Covered
Entity shall be entitled to enforce the provisions of Section 4 and/or 5
hereof (as appropriate) as fully and with the same rights and effect as if such
Covered Entity were a signatory party to this Agreement.


 


(c) 
If any provisions of Section 4 or Section 5(a) are held to be
invalid or unenforceable, the remaining provisions shall nevertheless continue
to be valid and enforceable as though the invalid or unenforceable parts had
not been included.


 


6.                                       Noncontravention.  Executive represents and warrants to the
Company that Executive is free to enter into this Agreement and has no
commitment, arrangement or understanding to or with any party that restrains or
is in conflict with Executive’s performance of the covenants, services and
duties provided for in this Agreement. 
Executive agrees to indemnify the Company and to hold it harmless
against any and all liabilities or claims arising out of any unauthorized act
or acts by Executive that, the foregoing representation and warranty to the
contrary notwithstanding, are in violation, or constitute a breach of, any such
commitment, arrangement or understanding.


 


Termination.  This Agreement shall automatically terminate
(and the term of this Agreement shall thereupon terminate) upon the occurrence
of any one of the following events:


 


(a) 
Death.  This Agreement shall
terminate upon the death of Executive.


 

















 


(b) 
Disability.  This Agreement shall
terminate upon the Executive’s disability if Executive shall have been
incapacitated from illness, accident or other disability and unable to perform
his normal duties hereunder for a cumulative period of three months in any
period of six consecutive months, and no reasonable accommodation being
available, upon either party giving the other party not less than 30 days
written notice.  In the event of a
disagreement over the nature of Executive’s disability or the determination of
whether Executive is disabled, Executive agrees to be examined by a licensed
physician that is mutually agreeable to Executive and the Company.


 


(c) 
Expiration of the Agreement. 
This Agreement shall terminate upon the Expiration Date or the scheduled
expiration date of any renewal or extension thereof in compliance with
Section 1(b).


 


(d) 
Termination by the Company With Cause. 
This Agreement shall terminate upon the Company’s termination of
Executive for Cause.


 


(e) 
Voluntary Termination by Executive. 
This Agreement shall terminate upon Executive’s voluntary resignation;
provided that Executive shall provide the Company with no less than 30 days’
written notice; provided, further, that such voluntary resignation shall not
relieve or release Executive from any breach of this Agreement at or prior to
the time of such resignation.


 


(f) 
Termination by the Company Without Cause.  This Agreement shall terminate upon the Company’s termination of
Executive for any reason other than for Cause; provided, that the Company shall
provide Executive with no less than 30 days’ written notice of any such
termination.  For purposes of this
Agreement, the Company’s failure to renew the Agreement for any subsequent
one-year term shall be deemed to be a termination of Executive without Cause.


 


(g) 
Termination by Executive for Good Reason.  Upon the occurrence of any event or the existence of any
condition or circumstance constituting Good Reason, Executive may by notice to
the Board of Directors, deem a constructive termination of this Agreement to
have occurred.


 


8.                                       Effect of
Termination.


 


(a) 
Upon termination of this Agreement pursuant to Sections 7(a) through
(e), the Company shall compensate Executive (or, in the event of Executive’s
death, his surviving spouse, if any, or his estate), for (x) accrued but unused
vacation time, (y) any base salary earned, but unpaid, for services rendered to
the Company on or prior to the date of termination and (z) amounts which the
Executive is otherwise entitled to receive under the terms of or in accordance
with any plan, policy, practice or program of, or contract or agreement with
the Company (including, without limitation, the plans and programs made
available to Executive pursuant to Section 3(a)(iii)), as in effect
immediately prior to the date of such termination, at or subsequent to the date
of termination without regard to the performance by Executive of further
services or the


 

















 


resolution of any contingency, but subject to
any and all rights, remedies and claims of the Company against Executive.


 


(b) 
If Executive resigns for Good Reason pursuant to Section 7(g) or
his employment with the Company is terminated without Cause pursuant to
Section 7(f), the Company shall thereupon pay Executive the following
amounts and benefits as severance benefits: (i) all amounts payable pursuant to
Section 8(a), and (ii) a lump sum equal to two year’s base salary
hereunder plus an amount equal to two times the most recent annual bonus, if
any, received by Executive pursuant to Section 3(a)(ii), and (iii)
continued coverage under the Company’s benefit plans made available to
Executive in accordance with Section 3(a)(iii) (other than the Company’s
401(k) and stock purchase plans) on the same terms as other similarly situated
employees of the Company.  If coverage
under one or more of the Company’s benefit plans may not be continued because
such continuation would adversely affect the tax-qualified status of such
benefit plans, Company may pay Executive a cash payment that is equal to the
value of such continued coverage.


 


 9.                                    Definitions.  As used herein, the following terms shall
have the following meanings set forth below:


 


“Cause” means (i) Executive’s conviction of a
felony evidencing criminal dishonesty or moral turpitude, (ii) a willful and
material breach of Executive’s duty of loyalty to the Company or (iii) after 20
business days following Executive’s receipt of written notice from the Company
specifying the particulars in reasonable detail, Executive’s failure to Comply
with or to cure, as applicable (A) a willful and material refusal to comply
with specific written directions of the board of directors consistent with
Executive’s employment agreement with the Company or any of their respective
subsidiaries and capable of being performed by him or (B) a willful and
material breach of Executive’s duty of due care to the Company.


 


“Good Reason” means (i) a material adverse
change in Executive’s duties, responsibilities or reporting relationships,
including without limitation Executive’s not being elected to the Board or his
removal from the Board other than for “Cause” in accordance with the provisions
of that certain Shareholders’ Agreement dated February 18, 200 among
Nextel Partners, Inc. and the shareholders named therein as amended from time
to time, (ii) a relocation of Executive’s principal office to a location more
than 30 miles away from his then current office, (iii) a reduction of salary
not agreed to by Executive, or a material diminution of other employee benefits
(other than any change in employee benefits approved by the board and
implemented in a non-discriminatory fashion with respect to all participating
employees), or any other material adverse change in his working conditions, and
(iv) a material breach by the Company of other obligations under Executive’s
employment agreement with the Company or a subsidiary of the Company that are
not cured after 20 business days following the Company’s receipt of a written
notification from Executive specifying the particulars in reasonable detail.


 

















 


10.                                 Miscellaneous.


 


(a)  Merger;
Amendment.  This Agreement
constitutes the entire agreement between the parties and supercedes and
replaces all prior agreements with respect to the subject matter hereof, and
may be changed, extended or modified only by an agreement in writing signed by
the parties.


 


(b)  Assignment.  The rights and obligations of the Company in
this Agreement shall inure to its benefit and be binding upon its successors in
interest (whether by merger, consolidation, reorganization, sale of stock or
assets or otherwise),.  This Agreement
shall also inure to the benefit of Executive’s heirs, executors, administrators
and legal representatives.  This
Agreement, being for the personal services of Executive, shall not be
assignable by Executive.


 


(c)  Waiver
of Breach.  The waiver by any party
of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach by any party.


 


(d)  Arbitration.  Except as otherwise provided herein, any
controversies or claims arising out of, or relating to this Agreement or the
breach thereof, shall be settled by arbitration in accordance with the
commercial rules of the American Arbitration Association, which decision shall
be final and binding on the parties, and judgment upon the award rendered shall
be entered in any court having jurisdiction thereof.  Any party may demand such arbitration in accordance with the
procedures set out in those rules.  The
arbitration shall be conducted in Seattle, Washington, or such other location
as may be mutually agreed upon by the parties. 
The arbitrator shall be selected in a manner that is mutually agreed
upon by the parties.  The arbitrator
shall not award special, consequential, or punitive damages.  In the event of any arbitration proceeding
hereunder, the Company will (x) pay the fees and expenses of the arbitrator and
(y) advance the Executive’s documented out-of-pocket costs (including
reasonable counsel fees and expenses) on a current basis, provided, that if
Executive is determined not to be the substantially prevailing party on the
matters submitted for arbitration (which determination shall be made by the
arbitrator and included in his or her decision), Executive will promptly
reimburse the Company for any expenses so advanced.  Executive acknowledges that the Company is agreeing to make
advances to him pursuant to the preceding sentence in consideration of his
agreement to reimburse the Company for any such advances to the extent required
by the preceding sentence.  The Company
will in all events pay its own costs (including counsel fees and expenses) in
connection with any arbitration proceeding hereunder.


 


(e)  Notices.  All notices given hereunder shall be in
writing and shall be deemed to have been duly given and received (i) when
delivered personally, with receipt acknowledged in writing by the recipient, (ii)
on the tenth business day after being sent by registered or certified mail
(postage paid, return receipt requested), (iii) one business day after being
sent by a reputable overnight delivery service, postage or delivery charges


 

















 


prepaid, or (iv) on the date on which a
facsimile is transmitted, in each case to the parties at their respective
addresses stated below; provided, that if the intended recipient of any notice
hereunder refuses to acknowledge receipt thereof in writing, such notice shall
be deemed to have been given on the date of such refusal.  Any party may change its address for notice
by giving notice of the new address to the other party in accordance with the
provisions of this paragraph.


 


If to the Company:


 


Nextel Partners, Inc.


4500 Carillon Point


Kirkland, WA 98033


Attention: General Counsel


Facsimile: 425-576-3650


 


If to Executive:


 


John Chapple


14015 221st Avenue NE


Woodinville, WA 98072


 


(f)  Severability.  The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and the Agreement shall be construed in all respects as though such
invalid or unenforceable provision were omitted.


 


(g)  Survival.  The provisions of Sections 3(d), 4, 5, 8 and
10 shall survive any termination of this Agreement.


 


(h)  Governing
Law.  This Agreement shall be
interpreted according to the internal laws of the State of Washington, without
regard to choice of law rules that would result in the application of the laws
of another state.


 


(i)  Remedies
Cumulative.  All rights, powers and
remedies provided under this Agreement or otherwise available in respect hereof
at law or in equity shall be cumulative and not alternative, and the exercise
or the beginning of the exercise of any thereof by any party shall not preclude
the simultaneous or later exercise of any other such right, power or remedy by
such party.


 


(j)  Waiver
of Jury Trial.  Each of the parties
hereto hereby irrevocably waives any and all right to trial by jury in any
legal proceeding arising out of or related to this agreement or the
transactions contemplated hereby.


 


SIGNATURE
PAGE FOLLOWS


 

















 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written.


 


	
   

  	
  NEXTEL PARTNERS OPERATING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DONALD J. MANNING

  	
   

  
	
   

  	
  Title: Vice President, General Counsel and

  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEXTEL PARTNERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DONALD J. MANNING

  	
   

  
	
   

  	
  Title: Vice President, General Counsel and

  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/JOHN CHAPPLE

  	
   

  
	
   

  	
  John Chapple