##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
 For the Fiscal Year Ended December 31, 2006
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 For the Transition Period from  to
 COMMISSION FILE NUMBER: 1-15325
 SUNCOM WIRELESS HOLDINGS, INC.
  Delaware
    
    23-2974475(State or other jurisdiction of
    
    (I.R.S. employerincorporation or organization)
    
    identification number)
 1100 Cassatt Road
Berwyn, Pennsylvania 19312
 (610) 651-5900
 Securities registered pursuant to Section 12(b) of the Act:  Title of Class
  Name of Exchange on Which Registered
  Securities registered pursuant to Section 12(g) of the Act:
 o þ
 o þ
 þ o
 o
  o þ o
 o þ
   Class
    
    Outstanding at February 9, 2007Class A Common Stock, $.01 par value per share
    
    71,252,554 shares




---



##### 



SUNCOM WIRELESS HOLDINGS, INC.
FORM 10-K/A
 EXPLANATORY NOTE
   
 TABLE OF CONTENTS
 PART IIIItem 10 Directors, Executive Officers and Corporate Governance
    
    
    1Item 11 Executive Compensation
    
    
    4Item 12 Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    19Item 13 Certain Relationships and Related Transactions, and Director Independence
    
    
    21Item 14 Principal Accountant Fees and Services
    
    
    24




---



##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Name
    
    Age
    
    PositionMichael E. Kalogris
    
    
    57
    
    
    Chairman of the Board of Directors and Chief Executive OfficerEric Haskell
    
    
    60
    
    
    Executive Vice President, Chief Financial Officer, Secretary
and a DirectorMathias J. DeVito
    
    
    76
    
    
    DirectorScott I. Anderson
    
    
    48
    
    
    DirectorArnold Sheiffer
    
    
    75
    
    
    DirectorWilliam A. Robinson
    
    
    40
    
    
    Executive Vice President of OperationsRaul Burgos
    
    
    43
    
    
    President of SunCom Wireless Puerto Rico Operating Co., L.L.C.Laura Shaw-Porter
    
    
    41
    
    
    Senior Vice President of Human Resources
 Michael E. Kalogris
 Scott I. Anderson
 Mathias J. DeVito
 Eric Haskell
 1




---



##### Table of Contents



Arnold Sheiffer
 William A. Robinson
 Raul Burgos
 Laura M. Shaw-Porter
 Stockholder Communications
    Code of Conduct
 www.suncomwireless.net
 www.suncomwireless.net
 2




---



##### Table of Contents



Corporate Governance Guidelines
 www.suncomwireless.net
 Board Committees
  Compensation Committee of the Board of Directors
 Compensation Committee Report
   
 Audit Committee of the Board of Directors
  Nominating/Corporate Governance Committee of the Board of Directors
  Section 16(a) Beneficial Ownership Reporting Compliance
  3




---



##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Compensation Program and Objectives
  
    
    Enable SunCom to hire and retain highly qualified, motivated employees while meeting
its business needs and objectives;
    
    Encourage and reward employee performance that directly contributes to SunComs overall success; and
    
    Align management interests with those of stockholders.
  Elements of Executive Compensation
   Base Salary
     4




---



##### Table of Contents



Management Business Objective Plan (MBO Plan)
    
    
    Long-term strategic plan for the company;
    
    Actual company results compared to peers and to historical results;
    
    Anticipated operational opportunities and challenges based on competitive pressures; and
    
    Anticipated economic conditions that could affect key business drivers such as
subscriber growth, deactivations, average revenue per user, cost per gross addition
(CPGA) and cash cost per user.
   
    
    Overall industry performance;
    
    The aggressiveness of the objectives year over year;
    
    The percent/degree by which the objectives were missed;
    
    Company specific operational challenges that could not or were not anticipated and
    
    The impact of their decision on retention and motivation of key/critical management eligible under the MBO Plan.
  5




---



##### Table of Contents




    
    The aggressiveness of the plan objectives;
    
    The unanticipated operating challenges impacting execution of the business plan,
including ongoing integration of markets acquired from AT&T Wireless; and
    
    The volatility and consolidations occurring in the telecom industry.
  Target Incentive as % of Salary
 Mr. Kalogris
    
    
    100
    %Mr. Haskell
    
    
    100
    %Mr. Robinson
    
    
    100
    %Mr. Burgos
    
    
    75
    %*Ms. Shaw-Porter
    
    
    50
    %
 
 *
    
    Mr. Burgoss target was 50% from
January 1, 2006 through August 31,
2006. In connection with his
employment agreement, his target
increased to 75% effective from
September 1, 2006 through December
31, 2006. Restricted Stock
     
    
    It is after year-end and after first quarter results are announced. The stock
therefore vests around the time that material non-public information such as year-end and
first quarter operating results become public. This allows those subject to a black-out
calendar to elect to satisfy their tax liability resulting from the vest to sell a
portion of the vesting stock.
 6




---



##### Table of Contents




    
    It ensures that the timing of grants made to executive officers is consistent with
grants made to the rest of the management team whose number of restricted shares granted
depends on ratings determined during the annual performance review process that concludes
in April.
  Retention Bonus Agreements
    Perquisites and Other Compensation
    Benchmarking
   7




---



##### Table of Contents




    
    Classification in the Global Industry Classification Standard as Wireless Providers,
Internet Software and Service Providers, or Broadcasting and Cable TV. These groups are
the most likely to include companies with analogous business models on material factors,
such as consumer orientation (as opposed to focusing primarily on business customers),
recurring or subscription-based revenue model, and requirements of large fixed-cost
outlays up front.
    
    Revenue in the range of 1/3 to 3 times SunComs revenue.
    
    Similarity to SunComs business model. Companies must possess characteristics
described above and not have other contradicting factors, such as a customer base that is
entirely overseas.
    
    Compensation data that is publicly available.
  Alamosa Holdings, Inc.1
    
    Mediacom Communications Corp.Alaska Communications Systems Group, Inc.
    
    Nextel Partners Inc.1Centennial Communications Corp.
    
    RCN Corp.2Centurytel, Inc.
    
    Rural Cellular Corp.Cincinnati Bell Inc.
    
    Telewest Global Inc.3Citizens Communications
    
    Time Warner Telecom Inc.Covad Communications Group, Inc.
    
    Ubiquitel Inc.1Dobson Communications Corp.
    
    United Online, Inc.Earthlink, Inc.
    
    US Unwired Inc.4General Communication, Inc.
    
    USA Mobility, Inc.2Insight Communications Company, Inc.5
    
    Valor Communications Group2,6Leap Wireless International, Inc.2
    
    Western Wireless Corporation7
 
 1
    
    Acquired by Sprint/Nextel and will no longer be included in the peer group.2
    
    Excluded from October 2005 analysis because they had irregular grant practices not reflective of regular
ongoing grants.3
    
    Merged with NTL, Inc. and will no longer be included in the peer group.4
    
    Has agreed to be acquired by Sprint Nextel in which case it will no longer be included in the peer group.5
    
    Acquired by management and The Carlyle Group and will no longer be included in the peer group.6
    
    Now named Windstream Corp.7
    
    Merged with Alltel and will no longer be included in the peer group. th th
 th
 8




---



##### Table of Contents



Employment and Severance Agreements
   
    
    Increases of 10% in salary with no intended annual merit increase during the term of
the agreement;
    
    Upon termination, a contractual payment equal to one times salary subject to forfeiture
for resignation without good reason or termination for cause (see discussion of employment
agreements in this proxy statement for definitions);
    
    Increase Mr. Robinsons target bonus under the MBO Plan from 75% to 100% of salary to
bring his total cash compensation (salary plus bonus paid under MBO Plan) in line with the
peer group 75th percentile (as discussed in Benchmarking section); and
    
    Perquisites were amended to include the payout for unused paid time off. Also, Mr.
Kalogris received the benefit of a driver, which was intended to encourage some travel
efficiencies for him.
  
   
    
    Two times their annual salary as of the date of termination;
    
    Two times their target incentive under the MBO Plan;
 9




---



##### Table of Contents




    
    Immediate vesting of all unvested restricted shares of Class A common stock as of the date of termination; and
    
    Continuation of their existing medical, dental and prescription drug coverage for a period of 24 months.
  
    
    One times his annual salary as of the date of termination;
    
    One times his target incentive under the MBO Plan;
    
    Immediate vesting of all unvested restricted shares of Class A common stock as of the date of termination; and
    
    Continuation of existing medical, dental and prescription drug coverage for a period of 24 months.
  
    
    One-half of one percent (0.5%) of the Sale Proceeds (defined in the Amendments) payable
to SunCom, its affiliates and/or its stockholders in such sale transaction in excess of
$1.7 billion and up to $2.0 billion ; and
    
    One percent (1.0%) of the Sale Proceeds payable to SunCom Holdings, its affiliates
and/or its stockholders in such sale transaction in excess of $2.0 billion.
   
    
    A merit increase of 5% to salary is to be awarded each year if he maintains his
historical level of performance;
    
    He was not provided with a contractual payment for entering into the employment
agreement, but was instead provided with the retention bonus agreement award to be paid
each year of his contract term;
    
    He is eligible to receive the following severance benefits based on the terms as
defined in his employment agreement:
 o
    
    Salary earned but not paid as of the date of termination;o
    
    Pro-rated portion of target incentive under the MBO Plan based on the number of
months worked during the plan year;o
    
    One times his annual salary as of the date of termination;o
    
    Immediate vesting of all unvested restricted shares of our Class A common stock
as of the date of termination; ando
    
    Continuation of existing medical, dental and prescription drug coverage for a period of 12 months.
 
    
    He is not provided with any perquisites.
  
    
    A retention bonus equivalent to 25% of her salary at the time the retention bonus is
paid if she remains employed by SunCom;
    
    Severance benefits as follows should her employment be terminated involuntarily for
reasons defined in her agreement:
 10




---



##### Table of Contents



o
    
    Salary earned but not paid as of the date of termination;o
    
    Pro-rated portion of target incentive under the MBO Plan based on the number of
months worked during the plan year;o
    
    One times her annual salary and target incentive under the MBO Plan as of the
date of termination;o
    
    Immediate vesting of all unvested restricted shares of our Class A common stock
as of the date of termination; ando
    
    Continuation of existing medical, dental and prescription drug coverage for a period of 12 months.
 
    
    She is not provided with any perquisites.
 11




---



##### Table of Contents



Stock Ownership Guidelines
  Policy on Deductibility of Compensation
  Recapture Policy
  Director Compensation
     12




---



##### Table of Contents



Summary Compensation Table
  SUMMARY COMPENSATION TABLE
 Stock
    
    Non-equity
    
    All otherName and principal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    incentive plan
    
    compensation
    
    Totalposition
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    compensation ($)
    
    ($)
    
    ($)Michael E. Kalogris,
Chairman
of the Board of
Directors and Chief
Executive Officer
    
    
    2006
    
    
    
    498,121
    (1)
    
    
    
    
    
    
    603,886
    (4)
    
    
    500,000
    (5)
    
    
    53,777
    (10)
    
    
    1,655,784Eric Haskell,
Executive Vice
President and chief
Financial Officer
    
    
    2006
    
    
    
    328,962
    (2)
    
    
    
    
    
    
    146,194
    (4)
    
    
    328,962
    (6)
    
    
    7,800
    (11)
    
    
    811,918William A.
Robinson,Executive
Vice President of
Operations
    
    
    2006
    
    
    
    273,962
    
    
    
    53,040
    (3)
    
    
    534,917
    (4)
    
    
    275,000
    (7)
    
    
    6,600
    (12)
    
    
    1,143,519Raul Burgos,
President of SunCom
Wireless Puerto
Rico Operating Co.,
L.L.C.
    
    
    2006
    
    
    
    222,315
    
    
    
    31,500
    (3)
    
    
    99,000
    (4)
    
    
    142,830
    (8)
    
    
    5,130
    (13)
    
    
    500,775Laura M.
Shaw-Porter,Senior
Vice President of
Human Resources
    
    
    2006
    
    
    
    194,779
    
    
    
    28,215
    (3)
    
    
    150,000
    (4)
    
    
    100,000
    (9)
    
    
    6,600
    (14)
    
    
    479,594
 
 (1)
    
    Includes $35,714 of salary paid by an insurance carrier while Mr. Kalogris was on a leave of absence.(2)
    
    Includes additional compensation paid to Mr. Haskell for services as Interim CEO.(3)
    
    Payments under the executive retention bonus agreements. For more information, see Compensation Discussion and Analysis  Retention Bonus Agreements.(4)
    
    For information regarding the methodology and assumptions used to calculate stock award compensation, see Note 6 to our consolidated financial statements filed with our annual report on Form 10-K for the
year ended December 31, 2006.(5)
    
    Bonus paid based upon 100% of Mr. Kalogris salary multiplied by 100% achievement of specific goals under the MBO Plan. For more information, see Compensation Discussion and Analysis  MBO Plan.(6)
    
    Bonus paid based upon 100% of Mr. Haskells salary multiplied by 100% achievement of specific goals under the MBO Plan. For more information, see Compensation Discussion and Analysis  MBO Plan.(7)
    
    Bonus paid based upon 100% of Mr. Robinsons salary multiplied by 100% achievement of specific goals under the MBO Plan. For 13




---



##### Table of Contents



more information, see Compensation Discussion and Analysis  MBO Plan.(8)
    
    Bonus paid based upon 50% of Mr. Burgos salary from January 1, 2006 through August 31, 2006 and 75% of Mr. Burgos salary from September 1, 2006 through December 31, 2006 multiplied by 108% achievement of
specific goals under the MBO Plan. For more information, see Compensation Discussion and Analysis  MBO Plan.(9)
    
    Bonus paid based upon 50% of Ms. Shaw-Porters salary multiplied by 100% achievement of specific goals under the 2006 MBO Plan. For more information, see Compensation Committee of the Board of Directors
 Compensation Discussion and Analysis  MBO Plan.(10)
    
    Mr. Kalogris received $6,600 in 401(k) matching contributions, $21,600 in automobile allowance, $8,246 in tax preparation services, $8,253 of benefit for company paid driver services and $9,078 for tax
gross up ($5,523 for tax services and $3,555 for driver services.)(11)
    
    Mr. Haskell received $6,600 in 401(k) matching contributions and $1,200 representing payments for waiver of SunCom medical coverage.(12)
    
    Mr. Robinson received $6,600 in 401(k) matching contributions.(13)
    
    Mr. Burgos received $4,830 in contributions to a retirement plan for Puerto Rico employees and, as a resident of Puerto Rico, qualifies for and was paid a $300 bonus under Puerto Rico law.(14)
    
    Ms. Shaw-Porter received $6,600 in 401(k) matching contributions. Grants of Plan-Based Awards
  GRANTS OF PLAN-BASED AWARDS
 All other stock
    
    Grant Date FairBoard
    
    awards: Number
    
    Value ofApproval
    
    of shares of stock
    
    Restricted StockName
    
    Grant Date
    
    Date
    
    or units (#)
    
    ($)Michael E. Kalogris
    
    
    5/15/2006
    
    
    
    3/7/2006
    
    
    
    227,500
    
    
    
    336,700
    (1)Eric Haskell
    
    
    5/15/2006
    
    
    
    3/7/2006
    
    
    
    277,500
    
    
    
    410,700
    (2)William A. Robinson
    
    
    5/15/2006
    
    
    
    3/7/2006
    
    
    
    92,500
    
    
    
    136,900
    (3)Raul Burgos
    
    
    5/15/2006
    
    
    
    3/7/2006
    
    
    
    30,000
    
    
    
    44,400
    (4)Raul Burgos
    
    
    9/8/2006
    
    
    
    9/8/2006
    
    
    
    200,000
    
    
    
    286,000
    (5)Laura M.
Shaw-Porter
    
    
    5/15/2006
    
    
    
    3/7/2006
    
    
    
    30,000
    
    
    
    44,400
    (6)
 
 (1)
    
    Mr. Kalogris was granted 227,500 shares of stock under the Amended and Restated Stock and
Incentive Plan on May 15, 2006 at a closing stock price of $1.48.(2)
    
    Mr. Haskell was granted 277,500 shares of stock under the Amended and Restated Stock and
Incentive Plan on May 15, 2006 at a closing stock price of $1.48.(3)
    
    Mr. Robinson was granted 92,500 shares of stock under the Amended and Restated Stock and
Incentive Plan on May 15, 2006 at a closing stock price of $1.48.(4)
    
    Mr. Burgos was granted 30,000 shares of stock under the Amended and Restated Stock and
Incentive Plan on May 15, 2006 at a closing stock price of $1.48.(5)
    
    Mr. Burgos was granted 200,000 shares of stock under the Amended and Restated Stock and
Incentive Plan on September 8, 2006 at a closing stock price of $1.43.(6)
    
    Ms. Porter was granted 30,000 shares of stock under the Amended and Restated Stock and
Incentive Plan on May 15, 2006 at a closing stock price of $1.48. 14




---



##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End
  OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2006
 Stock AwardsMarket value ofNumber of shares or
    
    shares or units ofunits of stock that
    
    stock that have notName
    
    have not vested (#)
    
    vested ($) (1)Michael E. Kalogris
    
    
    682,500
    (2)
    
    
    477,750Eric Haskell
    
    
    292,500
    (3)
    
    
    204,750William A. Robinson
    
    
    370,000
    (4)
    
    
    259,000Raul Burgos
    
    
    320,000
    (5)
    
    
    224,000Laura M. Shaw-Porter
    
    
    120,000
    (6)
    
    
    84,000
 
 (1)
    
    Market value at year-end is based on December 29, 2006 market closing price of $0.70.(2)
    
    227,500 shares will vest on May 1, 2007, 227,500 shares will vest on May 1, 2008 and 227,500
shares will vest on May 1, 2009.(3)
    
    92,500 shares will vest on May 1, 2007, 15,000 shares will vest on August 15, 2007, 92,500
shares will vest on May 1, 2008 and 92,500 shares will vest on May 1, 2009.(4)
    
    92,500 shares will vest on May 1, 2007, 92,500 shares will vest on May 1, 2008, 92,500 shares
will vest on May 1, 2009 and 92,500 shares will vest on May 1, 2010.(5)
    
    80,000 shares will vest on May 1, 2007, 80,000 shares will vest on May 1, 2008, 80,000 shares
will vest on May 1, 2009, 50,000 shares will vest on December 31, 2009, and 30,000 shares will vest
on May 1, 2010.(6)
    
    30,000 shares will vest on May 1, 2007, 30,000 shares will vest on May 1, 2008, 30,000 shares
will vest on May 1, 2009 and 30 000 shares will vest on May 1, 2010. Stock Vested
  STOCK VESTS IN 2006
 Stock AwardsNumber of shares
    
    Value realized onName
    
    acquired on vesting (#)
    
    vesting ($) (1)Michael E. Kalogris
    
    
    227,500
    
    
    
    409,500Eric Haskell
    
    
    15,000
    
    
    
    22,500William A. Robinson
    
    
    92,501
    
    
    
    166,502Raul Burgos
    
    
    30,000
    
    
    
    54,000Laura M. Shaw-Porter
    
    
    30,000
    
    
    
    54,000
 
 (1)
    
    Based on the number of shares vested multiplied by the closing stock price
on the date of vesting 15




---



##### Table of Contents



Compensation of Directors
  DIRECTOR COMPENSATION FOR 2006
 Feesearned or
    
    Stock
    
    Change in pension valuepaid in
    
    awards
    
    and nonqualified deferredName
    
    cash ($)
    
    ($) (2)
    
    compensation earnings (6)
    
    Total ($)Scott I. Anderson
    
    
    134,500
    
    
    
    76,095
    (3)
    
    
    
    (7)
    
    
    210,595Mathias DeVito
    
    
    108,750
    
    
    
    61,240
    (4)
    
    
    
    
    
    
    169,990Arnold Sheiffer
    
    
    58,125
    (1)
    
    
    61,240
    (5)
    
    
    
    (8)
    
    
    119,365
 
 (1)
    
    Deferred $49,375 into the nonqualified deferred compensation plan.(2)
    
    For information regarding the methodology and assumptions used to calculate stock award
compensation, see Note 6 to our consolidated financial statements filed with our annual report on
Form 10-K for the year ended December 31, 2006.(3)
    
    Mr. Anderson was granted 15,000 shares on May 10, 2006 valued at $1.42 per share, or an
aggregate grant date fair value of $21,300. In addition, Mr. Anderson held 33,500 unvested shares
of restricted Class A common stock as of December 31, 2006, of which 3,500 shares will vest on June
1, 2007, 15,000 shares will vest on August 15, 2007 and 15,000 shares will vest on August 15, 2008.(4)
    
    Mr. DeVito was granted 15,000 shares on May 10, 2006 valued at $1.42 per share, or an aggregate
grant date fair value of $21,300. In addition, Mr. DeVito held 30,000 unvested shares of
restricted Class A common stock as of December 31, 2006, of which 15,000 shares will vest on August
15, 2007 and 15,000 shares will vest on August 15, 2008.(5)
    
    Mr. Sheiffer was granted 15,000 shares on May 10, 2006 valued at $1.42 per share, or an
aggregate grant date fair value of $21,300. In addition, Mr. Sheiffer held 30,000 unvested shares
of restricted Class A common stock as of December 31, 2006, of which 15,000 shares will vest on
August 15, 2007 and 15,000 shares will vest on August 15, 2008.(6)
    
    SunComs nonqualified deferred compensation plan was terminated as of December 31, 2006. Two
current directors, Messrs. Anderson and Sheiffer participated in the plan.(7)
    
    On January 12, 2007, Mr. Anderson received 55,500 shares following the termination of the
nonqualified deferred compensation plan valued at $0.95 per share, the closing price on the
withdrawal date.(8)
    
    On January 12, 2007, Mr. Sheiffer received 15,000 shares following the termination of the
nonqualified deferred compensation plan valued at $0.95 per share, the closing price on the
withdrawal date. In addition, Mr. Sheiffer withdrew $126,894 in cash on January 17, 2007. Employment Agreements
   16




---



##### Table of Contents




    
    at any time at his sole discretion upon 30 days prior written notice, in the case of
Mr. Kalogris, and 60 days prior written notice, in the case of Mr. Robinson, Mr. Haskell
and Mr. Burgos; and
    
    immediately, upon written notice for good reason, which includes:
 (a)
    
    if there is a change of control, as defined in the employment agreement;(b)
    
    in the case of Mr. Robinson, Mr. Haskell and Mr. Burgos, if he is demoted or
removed from any of his positions or offices other than in accordance with his
respective employment agreement; and in the case of Mr. Kalogris, if he is demoted,
removed or not re-elected as Chairman of SunComs Board of Directors. However, so long
as Mr. Kalogris remains a member of SunComs Board of Directors and as SunComs Chief
Executive Officer, it is not considered good reason if Mr. Kalogris is no longer
Chairman of SunComs Board of Directors;(c)
    
    there is a material diminishment of the executive officers responsibilities,
duties or status and that diminishment is not rescinded within 30 days after receiving
written notice of the diminishment;(d)
    
    SunCom fails to pay or provide benefits to the executive officer when due and
does not cure that failure within 10 days after receiving written notice of that
failure;(e)
    
    in the case of Mr. Kalogris, Mr. Robinson and Mr. Haskell, SunCom relocates its
principal offices more than 30 miles from its current headquarters without the consent
of the executive officer; and in the case of Mr. Burgos, SunCom relocates its principal
office location more than 30 miles from its current principal location in Puerto Rico;(f)
    
    SunCom purports to terminate the executive officer for cause for any reason
other than those permitted as for cause reasons under the employment agreement; or(g)
    
    with respect to Mr. Robinson, if Mr. Kalogris employment with SunCom
terminates during the term of Mr. Robinsons employment.
  
    
    at any time, upon written notice, without cause at SunComs sole discretion;
    
    for cause, as defined in the employment agreement; or
    
    upon the death or disability of the executive officer.
  17




---



##### Table of Contents




    
    unpaid salary earned for services rendered to SunCom on or prior to the date of Mr.
Burgos termination of employment;
    
    the vested portion of any award of shares of our Class A common stock;
    
    a prorated bonus, provided Mr. Burgos employment is terminated by Mr. Burgos for
good reason, by SunCom without cause, or due to death or disability;
    
    a severance award equal to Mr. Burgos base salary at the time of termination and
payable over a 12-month period, provided that Mr. Burgos employment is terminated for
good reason, by SunCom without cause, or due to disability; and
    
    a portion of any unvested restricted shares of SunComs Class A common stock issued
to Mr. Burgos, determined in accordance with the terms of the employment agreement.
 Estimate of Severance Payments and Benefits
  Estimate of Severance Payments and BenefitsCash
    
    Acceleration
    
    Continuation
    
    TotalSeverance
    
    of Equity
    
    of Medical
    
    TerminationPayment ($)(1)
    
    Awards ($)(2)
    
    Benefits ($)(3)
    
    Benefits ($)Michael E. KalogrisPrior to a triggering event
    
    $
    1,000,000
    
    
    $
    477,750
    
    
    $
    9,910
    
    
    $
    1,487,660Subsequent to a triggering event
    
    
    2,000,000
    
    
    
    477,750
    
    
    
    19,819
    
    
    
    2,497,569Eric HaskellPrior to a triggering event
    
    
    570,000
    
    
    
    75,250
    
    
    
    
    
    
    
    645,250Subsequent to a triggering event
    
    
    570,000
    
    
    
    204,750
    
    
    
    19,819
    
    
    
    794,569William A. RobinsonPrior to a triggering event
    
    
    550,000
    
    
    
    259,000
    
    
    
    12,034
    
    
    
    821,034Subsequent to a triggering event
    
    
    1,100,000
    
    
    
    259,000
    
    
    
    24,068
    
    
    
    1,383,068Raul BurgosPrior to a triggering event
    
    
    431,813
    
    
    
    224,000
    
    
    
    3,695
    
    
    
    659,508Subsequent to a triggering event
    
    
    431,813
    
    
    
    224,000
    
    
    
    3,695
    
    
    
    659,508Laura M. Shaw-PorterPrior to a triggering event
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Subsequent to a triggering event
    
    
    424,000
    
    
    
    84,000
    
    
    
    9,339
    
    
    
    517,339
 
 (1)
    
    The agreements with the named executive officers entitle them
a multiple of salary and target bonus following certain covered
terminations. Mr. Kalogris is entitled to receive one-year of salary and one-year of bonus if he were terminated
prior to a triggering event. He is entitled to two years of salary and two years of bonus if he
were terminated subsequent to a triggering event. Mr. Haskell is entitled to receive one-year of
salary and one-year of bonus, prorated to reflect the portion of the year prior to termination, if
he were terminated prior to a triggering event. He is entitled to one-year of salary and one year
of bonus if he were terminated subsequent to a triggering event. Mr. Robinson is entitled to
receive one-year of salary and one-year of bonus if he were terminated prior to a triggering event.
He is entitled to two years of salary and two years of bonus if he were terminated subsequent to a
triggering event. Mr. Burgos is entitled to receive one-year of salary and one-year of bonus,
prorated to reflect the portion of the year prior to termination, if he were terminated prior to or
subsequent to a triggering event. Ms. Shaw-Porter is not entitled to any salary or bonus if she
were terminated prior to a triggering event. She is entitled to one-year of salary, one-year of
bonus and an additional one-year of bonus, prorated to reflect the portion of the year prior to
termination, if she were terminated subsequent to a triggering event. In
addition, in connection with a sale of the company, Mr. Kalogris, Mr. Haskell and Mr. Robinson are eligible for a sales bonus that is not contingent upon their termination. 18




---



##### Table of Contents



These terms are more fully described under the headings
Employment Agreements and Compensation Discussion
and Analysis. (2)
    
    The amounts in this column represent the value of restricted stock that immediately vests and becomes payable based on certain covered terminations, and has been calculated
by multiplying the number of accelerated shares by the closing price of our stock on December 29, 2006. These amounts also accelerate upon a change in control independent form
the named officers termination.(3)
    
    The agreements with the executive officers entitle them to medical benefits following certain covered terminations as more fully described under the
headings Employment Agreements and Compensation
Discussion and Analysis. Mr. Kalogris is entitled to receive one-year of benefits if he were terminated prior to a
triggering event. He is entitled to two years of benefits if he were terminated subsequent to a
triggering event. Mr. Haskell is not entitled to any benefits if he were terminated prior to a
triggering event. He is entitled to receive two years of benefits if he were terminated subsequent
to a triggering event. Mr. Robinson is entitled to receive one-year of benefits if he were
terminated prior to a triggering event. He is entitled to two years of benefits if he were
terminated subsequent to a triggering event. Mr. Burgos is entitled to receive one-year of
benefits if he were terminated prior to or subsequent to a triggering event. Ms. Shaw-Porter is
not entitled to any benefits if she were terminated prior to a triggering event. She is entitled
to one-year of benefits if she were terminated subsequent to a triggering event. The amounts in this column represent an estimate the value of health care benefits to be provided based on the current cost to the
Company. 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
 Securities Authorized for Issuance under Equity Compensation Plans
  Number of securities remainingavailable forfuture issuance under equitycompensation plansEquity Compensation plans approved by security holdersAmended and Restated Stock and Incentive Plan (1)
    
    
    1,510,6652004 Directors Stock and Incentive Plan (2)
    
    
    193,000Equity compensation plans not approved by security holdersDirector Stock Grants (3)
    
    
    Total
    
    
    1,703,665
 19




---



##### Table of Contents



(1)
    
    The Amended and Restated Stock and Incentive Plan provides for the grant of restricted stock
and does not permit the award of stock options. SunCom has made grants of restricted stock
under its Amended and Restated Stock and Incentive Plan to provide an incentive to key
employees to further align the interests of such individuals with those of its stockholders.
Grants of restricted stock generally are made annually and deferred compensation is recorded
for these awards based upon the stocks fair value at the date of issuance. Generally, grants
vest over a four to five year period. As of December 31, 2006, 6,443,830 shares of restricted
stock had been issued and 1,510,665 restricted shares were available to be issued under the
Amended and Restated Stock and Incentive Plan.(2)
    
    SunCom has made grants of restricted stock under its 2004 Directors Stock and Incentive Plan
to provide an incentive to directors to further align the interests of such individuals with
those of SunComs stockholders. Grants of restricted stock generally are made on a
discretionary basis and deferred compensation is recorded for these awards based upon the
stocks fair value at the date of issuance. Generally, grants vest over a three-year period.
As of December 31, 2006, 407,000 shares of restricted stock had been issued and 193,000
restricted shares were available to be issued under the 2004 Directors Stock and Incentive
Plan.(3)
    
    SunCom awarded an aggregate of 82,500 restricted shares of Class A common stock at an
average per share price of $4.11 to its independent directors in 2002. These awards vest
in equal installments over a five-year period, with the final installment vesting on June
1, 2007. The restricted stock awards to SunComs independent directors were not approved
by SunComs stockholders. Security Ownership of Management and Certain Beneficial Owners
  Number of Voting
    
    Percentage of VotingName and Address of Beneficial Owner(1)
    
    Shares Beneficially Owned
    
    Shares Beneficially OwnedMichael E. Kalogris
    
    
    3,595,588
    (7)
    
    
    5.0
    %William A. Robinson
    
    
    370,000
    (8)
    
    
    *Raul Burgos
    
    
    341,585
    (9)
    
    
    *Eric Haskell
    
    
    337,500
    (10)
    
    
    *Laura Shaw-Porter
    
    
    199,118
    (11)
    
    
    *Scott I. Anderson
    
    
    115,143
    (12)
    
    
    *Mathias J. DeVito
    
    
    86,621
    (13)
    
    
    *Arnold Sheiffer
    
    
    75,000
    (14)
    
    
    *J.P. Morgan Partners (23A SBIC), L.P.(2)
    
    
    17,007,258
    
    
    
    23.9Goldman Sachs Group, Inc.(3)
    
    
    5,972,502
    
    
    
    8.4Pardus European Special Opportunities Master Fund L.P. (4)
    
    
    5,550,000
    
    
    
    7.8Dimensional Fund Advisors Inc.(5)
    
    
    4,890,525
    
    
    
    6.9Bacarella Holdings Corp. (6)
    
    
    3,682,900
    
    
    
    5.2All directors and executive officers as a group (8 persons)
    
    
    5,120,555
    
    
    
    7.2
    %
 
 *
    
    Represents less than 1%.(1)
    
    Unless otherwise indicated, the address of each person listed in this table is c/o SunCom
Wireless Management Company, 1100 Cassatt Road, Berwyn, Pennsylvania 19312.(2)
    
    The information contained in the table and these footnotes with respect to J.P. Morgan
Partners (23A SBIC), L.P., J.P. Morgan SBIC LLC, Sixty Wall Street SBIC Fund, L.P., J.P.
Morgan Capital, L.P. and Sixty Wall Street Fund, L.P.
(collectively, the JPM Investors) is based solely on a filing on Schedule 13D filed with
the Securities and Exchange Commission on February 5, 2007. The JPM Investors report shared
voting and shared dispositive power as to 17,007,258 shares of Class A common stock. Each of
the JPM Investors reports its business address as 270 Park Avenue, New York, New York,
10017. 20




---



##### Table of Contents



(3)
    
    The information contained in the table and these footnotes with respect to Goldman, Sachs &
Co. and The Goldman Sachs Group, Inc. (collectively, the Goldman Sachs Investors) is based
solely on a Schedule 13G filing with the Securities and Exchange Commission on February 12,
2007. The Goldman Sachs Investors report shared voting and shared dispositive power as to
5,972,502 shares of Class A common stock. Each of the Goldman Sachs Investors reports its
business address as 85 Broad Street, New York, New York, 10004.(4)
    
    The information contained in the table and these footnotes with respect to Pardus European
Special Opportunities Master Fund L.P., Pardus Capital Management L.P., Pardus Capital
Management LLC, and Mr. Karim Samii (collectively, the Pardus Investors) is based soley on a
Schedule 13D/A filing with the Securities and Exchange Commission on January 31, 2007. The
Pardus Investors report sole voting and sole dispositive power as to 5,550,000 shares of Class
A common stock. Each of the Pardus Investors reports its business address as 1001 Avenue of
the Americas, Suite 1100, New York, New York 10018.(5)
    
    The information contained in the table and these footnotes with respect to Dimensional Fund
Advisors Inc. is based solely on a filing on Schedule 13G reporting beneficial ownership filed
with the Securities and Exchange Commission on February 2, 2007. The business address of the
reporting entity is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401.(6)
    
    The information contained in the table and these footnotes with respect to Bacarella Holdings
Corp. and Evgeny Novitsky (collectively, the Bacarella Investors) is based solely on a
filing on Schedule 13D reporting beneficial ownership filed with the Securities and Exchange
Commission on August 7, 2006. Each of the Bacarella Investors reports its business address as
Vanterpool Plaza, Wickhams Cay 1, 2nd floor, P.O. Box 873, Road Town, Tortola,
British Virgin Islands.(7)
    
    Includes 63,177 shares of Class A common held under an amended and restated common stock
trust agreement for management employees and independent directors, of which Mr. Kalogris is
trustee. Of the remaining 3,532,411 shares of Class A common stock reported in the table,
682,500 shares are subject to forfeiture in accordance with Mr. Kalogris employment
agreement.(8)
    
    Of the 370,000 shares of Class A common stock reported in the table, 370,000 shares are
subject to forfeiture according to the terms of Mr. Robinsons employment agreement.(9)
    
    Of the 341,585 shares of Class A common stock reported in the table, 320,000 shares are
subject to forfeiture according to the terms of Mr. Burgos employment agreement.(10)
    
    Of the 337,500 shares of Class A common stock reported in the table, 292,500 shares are
subject to forfeiture according to the terms of Mr. Haskells employment agreement.(11)
    
    Of the 199,118 shares of Class A common stock reported in the table, 120,000 shares are
subject to forfeiture according to the terms of award agreements between SunCom and Ms.
Shaw-Porter.(12)
    
    Of the 115,143 shares of Class A common stock reported in the table, 33,500 shares are
subject to forfeiture according to the terms of award agreements between SunCom and Mr.
Anderson.(13)
    
    Of the 86,621 shares of Class A common stock reported in the table, 30,000 shares are subject
to forfeiture according to the terms of award agreements dated between SunCom and Mr. DeVito.(14)
    
    Of the 75,000 shares of Class A common stock reported in the table, 30,000 shares are subject
to forfeiture according to the terms of award agreements between SunCom and Mr. Sheiffer. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Related Person Transactions
 Debt-for-Equity Exchange
 3 8 3 4
 21




---



##### Table of Contents



22




---



##### Table of Contents



Goldman Sachs Engagement
  Related Person Transaction Review Policies
   
    
    a SunCom officer required to file reports under Section 16 of the Exchange Act or a SunCom director;
    
    a person who is an immediate family member of a Section 16 officer or director; or
    
    an entity which is owned or controlled by someone listed in 1 or 2 above, or an entity
in which someone listed in 1 or 2 above has a substantial ownership interest or control of
such entity.
  
    
    transactions available to all employees generally; or
    
    transactions involving less than $120,000 per annum when aggregated with all similar transactions.
 Director Independence
  23




---



##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
    24




---



##### Table of Contents



SIGNATURES
   Date:
April 27, 2007
    
    By:
    
    /s/ Michael E. KalogrisMichael E. KalogrisChief Executive Officer(Principal Executive Officer)Date:
April 27, 2007
    
    By :
    
    /s/ Eric HaskellEric HaskellExecutive Vice President andChief Financial Officer(Principal Financial Officer)




---



##### Table of Contents



Signature
    
    Title
    
    Date/s/ Michael E. Kalogris

Michael E. Kalogris
    
    Chief Executive Officer and
Chairman of the Board of 

Directors

(Principal Executive Officer)
    
    April 27, 2007/s/ Eric Haskell

Eric Haskell
    
    Executive Vice President,
Chief Financial Officer and 

Director

(Principal Financial Officer)
    
    April 27, 2007/s/ Harry Roessner

Harry Roessner
    
    Vice President and Controller

(Principal Accounting Officer)
    
    April 27, 2007/s/ Scott I. Anderson

Scott I. Anderson
    
    Director
    
    April 27, 2007/s/ Mathias DeVito

Mathias DeVito
    
    Director
    
    April 27, 2007/s/ Arnold Sheiffer

Arnold Sheiffer
    
    Director
    
    April 27, 2007