EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of May 24,
2004 by and between Cricket Communications, Inc., a Delaware corporation (the "Company") and William M.
Freeman, an individual currently residing in Warren, New Jersey ("EXECUTIVE"). The Company is a subsidiary
of LEAP WIRELESS INTERNATIONAL, INC., a Delaware corporation (the "Parent"). The Company and
EXECUTIVE are hereinafter collectively referred to as the "Parties," and individually referred to as a "Party."
1.1 The Company hereby employs EXECUTIVE, and EXECUTIVE hereby accepts employment by the
Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof
and ending as provided in Paragraph 3 hereof (the "Employment Period").
1.2 During the Employment Period, EXECUTIVE shall serve as the Chief Executive Officer of the Company on
a full-time basis and shall have the normal duties, responsibilities and authority of such office. During the
Employment Period, EXECUTIVE shall report directly to the Company's Board of Directors. It is recognized
and agreed that, due to the location of his current residence and the activities of the Company, and its
subsidiaries, a not insubstantial portion of EXECUTIVE's working time may be spent on the East Coast.
However, it is anticipated that EXECUTIVE will spend approximately 85% of his time devoted to the activities
of the Company working from the Company's headquarters in San Diego, California, or other business locations,
subject to Company-related business travel. EXECUTIVE shall use all reasonable commercial efforts to do and
perform all services, acts, or responsibilities necessary or advisable to carry out the job duties of the Chief
Executive Officer as reasonably assigned by the Board of Directors of the Company, provided, however, that at
all times during his employment EXECUTIVE shall be subject to the direction and policies and procedures