exv10w13








Exhibit 10.13









January 4, 2011




Mr. Raymond J. Roman

5226 Hilltop Road

Long Grove, Illinois 60047




Dear Ray:



We are pleased to offer you the position of Executive Vice President and Chief Operating Officer
reporting to Doug Hutcheson, Chief Executive Officer/President, Leap Wireless International, Inc.
(“Leap”) / Cricket Communications Inc. (“Cricket”) (collectively, the “company”), starting February
1, 2011. The terms of the offer are as follows:





	 	1.	 	A starting bi-weekly salary of $21,153.85; if annualized, $550,000. The salary will be
subject to annual merit-based consideration; however, this does not guarantee you will
receive an increase annually. As on officer of the company, all future salary
adjustments/considerations will be at the option of the company’s board or a committee of
the board and will generally be based on your performance, market-based compensation data
and the company’s ability to provide such increases.
	 
	 	2.	 	In consideration of the importance of this position, you will receive a sign-on bonus
of $300,000 (less applicable taxes) payable within 30 days of your date of employment.
	 
	 	 	 	Should your employment be terminated by the company for “Cause” or by you without “Good
Reason” (each as defined in our standard form of Severance Benefits Agreement) within one
year of your date of employment, you agree to pay back a prorated portion of the sign-on
bonus based on the number of days you were employed by the company during the year following
your first day of employment.
	 
	 	3.	 	Eligibility to participate in our Short Term Incentive Bonus Plan. You will have an
opportunity to earn a target bonus up to 80% of your base compensation. The bonus payout
will be based on company and individual performance and prorated based on your date of
employment. However, subject to the approval of Leap’s Board of Directors or Compensation
Committee (which we expect to receive within 45 days of your hire), you will receive a
bonus of at least $165,000 for your service to the company in 2011, which amount would
represent 37.5% of your target bonus opportunity for that year. In addition, with respect
to calendar years 2011 and 2012, in the event that you are terminated by the company
without cause after the completion of either such year and before the company’s payment of
annual bonuses for that year, you will receive an annual bonus for that year in the amount
you would have otherwise received if you were employed by Cricket on the date annual
bonuses for such year are paid, as determined by Leap’s Board of Directors or Compensation
Committee. Such bonus will be payable at or about the time annual bonuses are paid
generally by the company for such year.
	 
	 	4.	 	Attached you will find a comprehensive description of our benefits package for your
information. In addition to your normal paid time off accrual you will accrue one
additional week of paid time off annually. Therefore, your annual paid time off accrual
for years one through five will be four weeks per year.




 









 










R. Roman Offer Letter

Page 2





	 	5.	 	We will facilitate your relocation from Chicago, Illinois and Austin, Texas to Denver,
Colorado. A copy of our relocation package/program is enclosed for your review. To the
extent that any of the relocation payments that we make result in taxable income to you,
such payments will be grossed up to cover the applicable income taxes.
	 
	 	 	 	During 2011 and 2012, we will reimburse you for rental payments made by you for an apartment
in Denver (not to exceed $40,000 per year), for your airline travel to and from Chicago each
week, and your use of a car in Denver. To the extent that any of such reimbursements result
in taxable income to you, such reimbursements will be grossed up to cover the applicable
income taxes.
	 
	 	6.	 	You will be eligible to participate in Cricket’s Long Term Incentive Plan (LTIP) with a
recommended initial grant of an option to purchase 100,000 shares of stock and an award of
75,000 shares of restricted stock. The restricted stock and stock options will have a
four-year vesting schedule with the stock options vesting 25% per year and the restricted shares vesting 25% after year two, 25% after year three, and 50% after year four.
	 
	 	7.	 	In addition to the aforementioned grant of restricted stock and stock options, the
company is recommending that you be granted 80,000 additional shares of restricted stock
and a stock option to purchase an additional 20,000 shares of stock. These shares will
vest 100% after year four with no interim installment vesting.
	 
	 	 	 	The grants described in items 6 and 7 above are subject to the approval of Leap’s Board and
Compensation Committee, which we expect to receive within 45 days of your date of hire, and
the terms and conditions of Leap’s equity incentive plan and standard forms of equity award
agreements. You will be notified in writing of the approval and the corresponding grant
documents will be provided to you at that time.
	 
	 	8.	 	As an officer of the company, you will be offered severance benefits in accordance with
the company’s standard form of Severance Benefits Agreement for Executive Vice Presidents,
provided, however, that the initial term of your Severance Benefits Agreement shall
continue through December 31, 2013. Attached please find a sample copy of our standard
form of severance agreement.




Please note that this offer of employment is contingent upon the favorable results of a drug and
alcohol test, the results of a background investigation and your signing and agreeing to the terms
of the company’s Invention Disclosure, Confidentiality & Proprietary Rights Agreement. We will
initiate the background investigation immediately. Included with this letter is a clinic passport
that contains the name, address, and telephone number of the medical center that you will go to in
order to complete your pre-employment drug and alcohol test specimen collection. Please take this
passport with you when you go for your test.



You must appear at Lab Corp PSC (please call first before going) for your drug and alcohol test
within 36 hours of your receipt of this offer letter. Please be sure to have a photo ID with you
when you check in for the screening.






 








 






Please return a signed copy of this offer letter along with the attached Employment and Invention
Disclosure, Confidentiality & Proprietary Rights Agreement. Please note that this offer is valid
for five days from the date of this letter. If you have any questions, please do not hesitate to
call me at (858) 882-6015.




	 	 	 	 	 
	Congratulations and welcome!



Sincerely,

 	 	 
	/s/ Leonard C. Stephens
 	 	 
	Leonard C. Stephens 	 	 
	Senior Vice President, Human Resources 	 	 


I accept the offer of employment made to me by Cricket Communications, Inc. and agree to the terms
set forth above.




	 	 	 	 	 

	Offer accepted:

	 	Raymond J. Roman
	 	/s/ Raymond J. Roman
	 

	 	Printed Name
 

	 	Signature