EMERGENCE BONUS AGREEMENT
This Emergence Bonus Agreement, effective as of February 17, 2005, is entered into between Glenn Umetsu
("Executive") and Cricket Communications, Inc. ("Cricket).
A. On April 13, 2003, Cricket, Leap Wireless International, Inc. ("Leap"), and substantially all of their respective
subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code.
B. Cricket, Leap and their respective debtor subsidiaries emerged from bankruptcy on August 16, 2004 when
the Amended and Restated Joint Plan of Reorganization of Leap, Cricket and other debtors party thereto
C. Executive served as an executive officer of Leap and Cricket for all or substantially all of the time that these
two corporations were in bankruptcy.
D. To help assure its continued operations and the retention of its employees during its financial restructuring,
Cricket instituted various retention and bonus compensation programs in 2003 and 2004, including a program
referred to as the Key Employee Retention Program ("KERP") which provided employees who were selected to
participate in the program with bonus payments in October 2004 and February 2005. No executive officer of
Leap or Cricket participated in the KERP.
E. In recognition of the services that Executive rendered to Leap and Cricket, including the services that
Executive rendered to Leap and Cricket during the pendency of these corporations' bankruptcies, the
Compensation Committee of the Board of Directors of Leap authorized the payment of a cash emergence bonus
to Executive. For good and valuable consideration, the receipt of which is hereby acknowledged, Cricket has
agreed to pay to Executive the portion of such bonus that remains to be paid as set forth below.
1. Cricket shall pay Executive a bonus in an amount equal to $125,000 on (or promptly after) the earliest to
occur of the following events:
(a) September 30, 2005, provided Executive is still em