US UNWIRED INC
EMPLOYMENT CONTRACT - THOMAS HENNING
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EMPLOYMENT CONTRACT - THOMAS HENNING
<TEXT>

<PAGE>

                             EMPLOYMENT AGREEMENT


     AGREEMENT between US Unwired, Inc. (the "Company") and William L. Henning,
Jr. (the "Executive"), dated as of the 4th day of December, 2000.

          1.   Term.  The term of this Agreement shall begin on the date hereof
               ----
and end on the third anniversary of the date hereof; provided, however, that on
each annual anniversary of the date hereof (the "Renewal Date"), unless
previously terminated, such period shall be automatically extended so as to
terminate three years from such Renewal Date, unless at least 120 days prior to
the Renewal Date the Company notifies the Executive that such period shall not
be so extended. The term of this Agreement is hereafter referred to as the
"Employment Period."

          2.   Change of Control.
               -----------------

               (a.) "Change of Control" means

                 1. The acquisition by any individual, entity or group (a
  "Person") within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
  Exchange Act of 1934, as amended (the "34 Act") of beneficial ownership
  (within the meaning of Rule 13d-3 under the 34 Act) of 40% or more of either
  (i) the Company's then outstanding common stock ("Outstanding Stock") or (ii)
  the combined voting power of its then outstanding voting securities entitled
  to vote generally in the election of directors ("Outstanding Voting
  Securities") other than any acquisition (i) by any employee benefit plan (or
  related trust) sponsored or maintained by the Company or any entity controlled
  by it, or (ii) by any entity pursuant to a transaction which complies with
  Section 2(c)(i), (ii) or (iii), or (iii) any acquisition by William L.
  Henning, Sr., members of his immediate family, or trusts for the benefit of
  him or his family members; or

                 2. Individuals who as of the date hereof constitute the Board
  (the "Incumbent Board") cease for any reason to constitute at least a majority
  thereof; provided, however, that any individual becoming a director subsequent
  to the date hereof whose election or nomination was approved by a vote of at
  least a majority of the directors then comprising the Incumbent Board shall be
  considered as a member of the Incumbent Board unless his or her initial
  assumption of office occurs as a result of an actual or threatened contest
  with respect to the election or removal of directors or other actual or
  threatened solicitation of proxies by or on behalf of a Person other than the
  Board; or

                 3. Consummation of a reorganization, merger or consolidation,
  share exchange or sale or other disposition of all or substantially all of the
  Company's assets (a "Combination") unless immediately thereafter (i) all or
  substantially all of
<PAGE>

  the beneficial owners of the Outstanding Stock and Outstanding Voting
  Securities immediately prior to such Combination beneficially own, directly or
  indirectly, more than 50% of, respectively, the then outstanding shares of
  common stock and the combined voting power of the then outstanding voting
  securities entitled to vote generally in the election of directors, as the
  case may be, of the entity resulting from such Combination (including, without
  limitation, an entity which as a result of such transaction owns the Company
  or all or substantially all of its assets either directly or through one or
  more subsidiaries) in substantially the same proportions as their ownership
  immediately prior to such Combination of the Outstanding Stock and Outstanding
  Voting Securities, as the case may be, (ii) no Person (excluding any entity
  resulting from such Combination or any employee benefit plan (or related
  trust) of the Company or such resulting entity) beneficially owns, directly or
  indirectly, 20% or more of, respectively, the then outstanding shares of
  common stock of the resulting entity or the combined voting power of the then
  outstanding voting securities of such entity except to the extent that such
  ownership existed prior to the Combination and (iii) at least a majority of
  the members of the board of directors of the resulting entity were members of
  the Incumbent Board at the time of the execution of the initial agreement or
  of the action of the Board providing for such Combination; or

                 4. Approval by the shareholders of the Company's complete
  liquidation or dissolution.

               (b.) However, for purposes of this Agreement, a Change of Control
shall be deemed not to have occurred as a result of a transaction within nine
(9) months from the date hereof with any entity with whom the Company has
entered into an exclusivity agreement on or before the date of the Agreement and
was in affect on the date hereof, provided that if the Company is not the
surviving entity or survivor in such transaction, the survivor or successor
expressly assumes this Agreement in writing.

          3.   Agreement.  The Company hereby agrees to continue the Executive
               ---------
in its employ as Chairman of the Board of the Company, and the Executive hereby
agrees to remain in the Company's employ subject to the provisions of this
Agreement, for the Employment Period.

          4.   Terms of Employment
               -------------------

               (a)  Position and Duties.  During the Employment Period,
                    -------------------

                    (i) (A) the Executive's position, authority, duties and
responsibilities ("Role") shall be commensurate with an executive capacity and
substantially comparable to the position, authority, duties and responsibilities
of Chairman of the Board for similarly situated telecommunication institutions,
and (B) his services shall be performed at the location where he was employed
immediately preceding the Effective Date or any office or location within the
State of Louisiana and

                                       2
<PAGE>

less than 35 miles from the location where he was employed immediately preceding
the Effective Date thereafter, provided that in the case of any relocation, the
Company shall pay all of Executive's expenses reasonably related to such
relocation, including cost of maintaining two residences, and any further
relocation required or necessary to comply with this Section 4; and

                    (ii) excluding any periods of vacation and sick leave to
which he is entitled, the Executive agrees to devote reasonable attention and
time during normal business hours to the Company's business and affairs, and to
use his reasonable best efforts to perform faithfully and efficiently the
responsibilities assigned to him hereunder. It shall not be a violation of this
Agreement for the Executive to (A) serve on the board of directors (or
comparable governing body) or committees of any business corporation or entity
(other than one in direct competition with the Company), civic or charitable
organization, (B) deliver lectures, fulfill speaking engagements or teach at
educational institutions, (C) manage his legal affairs and personal investments,
so long as such personal activities do not significantly interfere with the
performance of his responsibilities, (D) devote reasonable periods of time to
the management of any or all of Cameron Communications Corporation, Mercury
Information Technologies Inc. or Xspedius Corp. or any of their affiliates or
investments and (E) serve as an officer or director (or comparable position) of
any or all of Cameron Communications Corporation, Mercury Information
Technologies Inc. or Xspedius Corp. or any of their affiliates or investments.
To the extent that any such activities have been conducted by the Executive
prior to the date hereof, the continued conduct of such activities (or the
conduct of activities similar in nature and scope thereto) subsequent thereto
shall not thereafter be deemed to interfere with the performance of his
responsibilities.

               (b)  Compensation During the Employment Period.
                    -----------------------------------------

                    (i)  Base Salary.  During the Employment Period the
                         -----------
Executive shall receive an annual base salary ("Annual Base Salary"), paid at a
monthly rate, at least equal to $220,000. During the Employment Period, the
Annual Base Salary shall be reviewed no more than 12 months after the last
salary increase awarded to the Executive and thereafter at least annually. Any
increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive hereunder. Annual Base Salary shall not be reduced
after any such increase and the term "Annual Base Salary" as used herein shall
refer to Annual Base Salary as so increased.

                    (ii) Annual Bonus.  In addition to Annual Base Salary, the
                         ------------
Executive shall be eligible, for each fiscal year ending during the Employment
Period, an annual bonus (the "Annual Bonus") in cash at least equal to 50% of
his Annual Base Salary ("Targeted Bonus") as fixed by the Compensation Committee
of the Company, to be paid no later than the end of the third month of the
fiscal year next following the fiscal year for which the Annual Bonus is
awarded.

                                       3
<PAGE>

                    (iii)  Incentive, Savings and Retirement Plans.  The
                           ---------------------------------------
Executive shall be entitled to participate in all incentive, savings and
retirement plans, practices, policies and programs ("Programs") applicable
generally to other peer executives of the Company and its affiliates, but in no
event shall such Programs provide the Executive with incentive opportunities
(measured with respect to both regular and special incentive opportunities, to
the extent, if any, that such distinction is applicable), savings opportunities
and retirement benefit opportunities, in each case, less favorable, in the
aggregate, than the most favorable of those provided by the Company and its
affiliates for him under such Programs as in effect on the date hereof, or if
more favorable to him, those provided generally at any time after the date
hereof to other peer executives of the Company and its affiliates. As used in
this Agreement, the term "affiliates" shall include any entity controlled by,
controlling or under common control with the Company.

                    (iv)   Welfare Benefit Plans.  The Executive and/or his
                           ---------------------
family, as the case may be, shall be eligible for participation in and shall
receive all benefits under welfare benefit programs ("Welfare Benefit Programs")
provided by the Company and its affiliates (including, without limitation,
medical, prescription, dental, disability, employee life, group life, accidental
death and travel accident insurance programs) to the extent applicable generally
to other peer executives of the Company and its affiliates, but in no event
shall such Welfare Benefit Programs provide him with benefits which are less
favorable, in the aggregate, than the most favorable of such programs in effect
for him on the date hereof or, if more favorable to him, those provided
generally at any time after the date hereof to other peer executives of the
Company and its affiliates. In addition, the Company, either directly or through
a subsidiary, will provide Executive with life insurance in the face amount of
$1,200,000 in favor of his designated beneficiaries at no cost to Executive,
including no obligation to reimburse premiums.

                    (v)    Expenses.  The Executive shall be entitled to
                           --------
receive prompt reimbursement for all reasonable expenses incurred by him in
accordance with the most favorable policies, practices and procedures
("Policies") of the Company and its affiliates in effect for the Executive on
the date hereof or, if more favorable to him, as in effect generally at any time
thereafter with respect to other peer executives of the Company and its
affiliates.

                    (vi)   Fringe Benefits.  The Executive shall be entitled to
                           ---------------
fringe benefits in accordance with the most favorable policies of the Company
and its affiliates in effect for the Executive on the date hereof or, if more
favorable to him, as in effect generally at any time thereafter with respect to
other peer executives of the Company and its affiliates.

                                       4
<PAGE>

                    (vii)  Office and Support Staff.  The Executive shall be
                           ------------------------
entitled to an office or offices of a size and with furnishings and other
appointments, and to personal secretarial and other assistance, at least
substantially comparable to the most favorable of the foregoing provided to the
Executive by the Company and its affiliates on the date hereof or, if more
favorable to him, as provided generally at any time thereafter with respect to
other peer executives of the Company and its affiliates.

                    (viii) Vacation.  The Executive shall be entitled to paid
                           --------
vacation in accordance with the most favorable policies of the Company and its
affiliates as in effect for him on the date hereof or, if more favorable to him,
as in effect generally at any time thereafter with respect to other peer
executives of the Company and its affiliates.

          5.   Termination of Employment.
               -------------------------

               (a)  Death or Disability.  The Executive's employment shall
                    -------------------
terminate automatically upon his death during the Employment Period. If the
Company determines in good faith that his Disability has occurred during the
Employment Period it may give him written notice in accordance with Section
12(b) of its intention to terminate his employment. In such event, his
employment shall terminate effective on the 30th day after receipt of such
notice (the "Disability Effective Date"), provided that, within the 30 days
after such receipt, he shall not have returned to full-time performance of his
duties. "Disability" means the absence of the Executive from his duties with the
Company on a full-time basis for 180 consecutive business days as a result of
incapacity due to mental or physical illness which is determined to be total and
permanent by a physician selected by the Company or its insurers and acceptable
to the Executive or his legal representative.

               (b)  Cause. The Company may terminate the Executive's employment
                    -----
during the Employment Period for Cause.  "Cause" means

                    (i)    Executive's willful and continued failure to perform
substantially his duties (other than any such failure resulting from incapacity
due to physical or mental illness), after a written demand for substantial
performance is delivered to him by the Board which specifically identifies the
manner in which the Board believes that he has not substantially performed his
duties, or

                    (ii)   Executive's willful engaging in illegal conduct or
gross misconduct.


     No act or failure to act, on the Executive's part shall be considered
"willful" unless it is done, or omitted to be done, by him in bad faith or
without reasonable belief that his action or omission was in the Company's best
interests.  Any act, or failure to act,

                                       5
<PAGE>

based upon authority given pursuant to a resolution of the Board or the advice
of counsel for the Company shall be conclusively presumed to be in good faith
and in the Company's best interests. The cessation of Executive's employment
shall not be deemed to be for Cause unless and until there shall have been
delivered to him a copy of a resolution duly adopted by the vote of a majority
of the entire membership of the Board at a meeting called and held for such
purpose (after reasonable notice is provided to the Executive and he is given an
opportunity, together with counsel, to be heard before the Board), finding that,
in the Board's good faith opinion, the Executive is guilty of the conduct
described in subparagraph (i) or (ii) above, and specifying the particulars
thereof in detail.

               (c)  Good Reason.  The Executive's employment may be terminated
                    -----------
by the Executive for Good Reason.  "Good Reason" means:

                    (i)    assignments to him that in any material respect are
inconsistent with or result in a diminution of his Role as contemplated by
Section 4(a), excluding an isolated, insubstantial and inadvertent action not
taken in bad faith and which is remedied by the Company promptly after receipt
of notice thereof given by the Executive;

                    (ii)   any failure by the Company to comply with any of the
provisions of Section 4(b), other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the Executive;

                    (iii)  the Company's requiring him to be based at any office
or location other than as provided in Section 4(a)(i)(B) or to travel on Company
business to a substantially greater extent than reasonably required for the
performance of his duties;

                    (iv)   any purported termination by the Company of his
employment otherwise than as expressly permitted by this Agreement; or

                    (v)    any failure by the Company to comply with and satisfy
Section 11(c); or

                    (vi)   a Change of Control of the Company.

For purposes of this Section 5(c), any good faith determination of "Good Reason"
made by the Executive shall create a rebuttable presumption that "Good Reason"
exists.

               (d)  Notice of Termination.  Any termination for Cause or for
                    ---------------------
Good Reason shall be communicated by Notice of Termination to the other party
hereto

                                       6
<PAGE>

given in accordance with Section 12(b). "Notice of Termination" means a written
notice which (i) indicates the specific termination provision hereof relied
upon, (ii) to the extent applicable, sets forth in reasonable detail the
circumstances claimed to provide a basis for termination under the provision so
indicated and (iii) if the Date of Termination is other than the date of receipt
of such notice, specifies the termination date (which date shall be not more
than thirty days after the giving of such notice). The failure by the notifying
party to set forth in the Notice of Termination any circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
such party from asserting such circumstance in enforcing its or his rights
hereunder.

               (e)  Date of Termination.  "Date of Termination" means in the
                    -------------------
case of (i) a termination for Cause or for Good Reason, the date of receipt of
the Notice of Termination or any later date specified therein, as the case may
be, (ii) a termination by the Company other than for Cause or Disability, the
date on which the Company notifies the Executive of such termination and (iii) a
termination by reason of death or Disability, the date of Executive's death or
the Disability Effective Date, as the case may be.

          6.   Obligations of the Company upon Termination.
               -------------------------------------------

               (a)  Good Reason; Other Than for Cause, Death or Disability.  If,
                    ------------------------------------------------------
during the Employment Period, the Company shall terminate the Executive's
employment other than for Cause or Disability, or the Executive shall terminate
employment for Good Reason:

                    (i)  the Company shall pay to the Executive in a lump sum in
cash within 30 days after the Date of Termination the aggregate of the following
amounts:

                         A.   the sum of (1) his Annual Base Salary through the
Date of Termination to the extent not theretofore paid, (2) the product of (x)
the higher of (I) the Targeted Annual Bonus and (II) the Annual Bonus paid or
payable, including any portion thereof which has been earned but deferred (and
annualized for any fiscal year consisting of less than twelve full months or
during which he was employed for less than twelve full months), for any
completed fiscal year during the Employment Period, if any (such higher amount
being referred to as the "Highest Annual Bonus") and (y) a fraction, the
numerator of which is the number of days in the current fiscal year through the
Date of Termination, and the denominator of which is 365 and (3) any
compensation previously deferred by him (together with any accrued interest or
earnings thereon) and any accrued vacation pay, in each case to the extent not
theretofore paid (the sum of the amounts described in clauses (1), (2), and (3)
being hereinafter referred to as the "Accrued Obligations"); and

                                       7
<PAGE>

                           B.   the product of (1) 2.99 and (2) the sum of (x)
the Annual Base Salary and (y) the Highest Annual Bonus.

                    (ii)   the Executive shall immediately become fully 100%
vested under the Company's qualified defined benefit retirement plan and
benefits restoration plan (together, the "Retirement Plan"), and any excess or
supplemental retirement plan in which the Executive participates, as if his
employment continued for three years after the Date of Termination, assuming for
this purpose that his compensation in each of the three years is that required
by Section 4(b)(i) and (ii);

                    (iii)  for three years after the Date of Termination, or
such longer period as may be provided by the terms of the appropriate program,
the Company shall continue benefits to the Executive and/or his family at least
equal to those which would have been provided to them in accordance with the
Welfare Benefit Programs described in Section 4(b)(iv) if his employment had not
been terminated or, if more favorable to him, as in effect generally at any time
thereafter with respect to other peer executives of the Company and its
affiliates and their families, provided, however, that if the Executive becomes
reemployed with another employer and is eligible to receive medical or other
welfare benefits under another employer provided plan, the medical and other
welfare benefits provided for herein shall be secondary to those provided under
such other plan during such applicable period of eligibility; and provided
further that if the application of this sentence would result in material
adverse tax consequences to the Company, the Company may, in lieu thereof, make
cash payments to the Executive sufficient to allow him to obtain equivalent
coverage for himself and his family (including to the extent necessary the
election of COBRA coverage and the maintenance of duplicate coverage during any
pre-existing condition exclusion), and any additional cash payments necessary so
that Executive will receive the full pre-tax benefit of the cash payments in
lieu of coverage.  For purposes of determining eligibility (but not the time of
commencement of benefits) of the Executive for retiree benefits pursuant to such
programs the Executive shall be considered to have remained employed until three
years after the Date of Termination and to have retired on the last day of such
period;

                    (iv)   for a period ending on the earlier of one year from
the Date of Termination or Executive's obtaining other full-time permanent
employment, the Company shall, at its sole expense as incurred, provide the
Executive with outplacement services that are reasonable in scope and cost in
relation to his position;

                    (v)    to the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Executive any other amounts or
benefits required to be paid or provided or which he is eligible to receive
under any Program or contract or agreement of the Company and its affiliates
(such other amounts and benefits shall be hereinafter referred to as the "Other
Benefits");

                                       8
<PAGE>

                    (vi)   notwithstanding any provision of any stock option
agreement to the contrary, stock options theretofore granted to Executive shall
become fully exercisable and may be exercised during a period equal to the
lesser of (A) three years from the Date of Termination, or (B) ten years from
the date of grant of the options;

                    (vii)  the Company shall deliver to Executive the insurance
policy referred to in Section 4b(iv) hereof with the premiums fully paid or it
shall continue to make annual premium payment after termination until the
premiums are fully paid (the "Life Insurance Benefit").

               (b)  Termination for Death or Disability.  If during the
                    -----------------------------------
Employment Period, the Executive's employment is terminated by reason of his
death or Disability, this Agreement shall terminate without further obligations,
other than for payment of Accrued Obligations, the timely payment or provision
of Other Benefits and the provisions hereinbelow for the exercise of stock
options and provision for the Life Insurance Benefit. Accrued Obligations shall
be paid in a lump sum in cash within 30 days of the Date of Termination. With
respect to the provision of Other Benefits, the term "Other Benefits" as used in
this Section 6(b) shall include, without limitation, benefits at least equal to
the most favorable benefits provided by the Company and affiliates to peer
executives of the Company and such affiliates or their estates, beneficiaries or
families, as the case may be, under such programs relating to death benefits, if
any, as in effect with respect to other peer executives at any time during the
120-day period immediately preceding the Effective Date or, if more favorable,
as in effect on the date of his death with respect to other peer executives of
the Company and its affiliates and their beneficiaries. With respect to options
that were otherwise exercisable on the date of death or Disability, Executive or
his representative shall be entitled to exercise such options for the greater of
(A) one year from the Executive's death or Disability or (B) the period
permitted in the applicable stock option agreement. The Company shall also
provide the Life Insurance Benefit.

               (c)  Cause; Other than for Good Reason.  If the Executive's
                    ---------------------------------
employment is terminated for Cause during the Employment Period, this Agreement
shall terminate without further obligations to the Executive other than the
obligation to pay to the Executive (x) his Annual Base Salary through the Date
of Termination, (y) the amount of any compensation previously deferred by him,
and (z) Other Benefits, in each case to the extent theretofore unpaid. If the
Executive voluntarily terminates employment during the Employment Period other
than for Good Reason, this Agreement shall terminate without further obligation
to the Executive, other than for Accrued Obligations and the timely payment or
provision of Other Benefits. In such case, all Accrued Obligations shall be paid
to the Executive in a lump sum in cash within 30 days of the Date of
Termination. With respect to stock options exercisable on the Date of
Termination, Executive shall be entitled to exercise such options at any time
during the greater of (A) 20 days from the date employment terminated, or (B)
the period permitted

                                       9
<PAGE>

under the applicable stock option agreement. The Executive shall have the right
to assume and continue the premium payments with regard to the Life Insurance
Benefit.

          7.   Non-exclusivity of Rights.  Nothing herein shall prevent or limit
               -------------------------
the Executive's continuing or future participation in any program provided by
the Company or any of its affiliates and for which he may qualify, nor, subject
to Section 12(f), shall anything herein limit or otherwise affect such rights as
he may have under any contract or agreement with the Company or any of its
affiliates.  Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any program of or any contract or agreement
with the Company or any of its affiliates at or subsequent to the Date of
Termination shall be payable in accordance with such program or contract or
agreement except as explicitly modified by this Agreement.

          8.   Full Settlement.  The Company's obligation to make the payments
               ---------------
provided for herein and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which the Company may have against the Executive or others.  In
no event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to him under any of the
provisions hereof and such amounts shall not be reduced whether or not he
obtains other employment.  The Company agrees to pay, to the full extent
permitted by law, all legal fees and expenses which the Executive may reasonably
incur as a result of any contest by the Company, the Executive or others of the
validity or enforceability of, or liability under, any provision hereof or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to this Agreement), plus in
each case interest on any delayed payment at the applicable Federal rate
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as
amended (the "Code") to the extent the Executive is successful on the merits or
otherwise with respect to such contest.

          9.   Certain Additional Payments by the Company.
               ------------------------------------------

               (a)  Anything herein to the contrary notwithstanding and except
as set forth below, if it is determined that any payment or distribution by the
Company to or for Executive's benefit (whether paid or payable or distributed or
distributable pursuant to the terms hereof or otherwise, but determined without
regard to any additional payments required under this Section 9) (a "Payment")
would be subject to the excise tax imposed by Section 4999 of the Code or any
interest or penalties are incurred by the Executive with respect to such excise
tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the Executive
shall be entitled to receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by him of all taxes (including any interest or
penalties imposed with respect to such taxes), including, without limitation,
any income taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon

                                       10
<PAGE>

the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.

               (b)  Subject to the provisions of Section 9(c), all
determinations required to be made under this Section 9, including whether and
when a Gross-Up Payment is required, the amount thereof and the assumptions to
be used in arriving at such determination, shall be made by Ernst & Young or
such other certified public accounting firm as may be designated by the
Executive (the "Accounting Firm"), which shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days of
the receipt of notice from the Executive that there has been a Payment, or such
earlier time as is requested by the Company. If the Accounting Firm is serving
as accountant or auditor for a person effecting a Change of Control, the
Executive shall appoint another nationally recognized accounting firm to make
the determinations required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this Section 9, shall be paid by the Company to the
Executive within five days of the receipt of the Accounting Firm's
determination. Any determination by the Accounting Firm shall be binding upon
the parties. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments that have not been made should
have been made ("Underpayment"). If the Company exhausts its remedies pursuant
to Section 9(c) and the Executive thereafter is required to make a payment of
any Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment and any such Underpayment shall be promptly paid by the Company to
or for the benefit of the Executive.

               (c)  The Executive shall notify the Company in writing of any
claim by the Internal Revenue Service ("IRS") that, if successful, would require
a Gross-Up Payment. Such notification shall be given as soon as practicable but
no later than ten business days after the Executive is informed in writing of
such claim and shall apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the 30-day period following the date on
which he gives such notice (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the Company notifies the
Executive in writing prior to the expiration of such period that it desires to
contest such claim, the Executive shall, with respect to such claim:

                    (i)  give the Company any information reasonably requested
relating to such claim,

                    (ii) take such action in connection with contesting such
claim as the Company shall reasonably request in writing from time to time,
including,

                                       11
<PAGE>

without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,

                    (iii)  cooperate with the Company in good faith in order
effectively to contest such claim, and

                    (iv)   permit the Company to participate in any proceedings
relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses.  Without limitation on the foregoing provisions
of this Section 9(c), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
IRS in respect of such claim and may, at its sole option, either direct the
Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to him, on an interest-free basis and shall indemnify and hold him
harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest or penalties with respect thereto) imposed with respect to such advance
or with respect to any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall be limited to issues
with respect to which a Gross-Up Payment would be payable hereunder and the
Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the IRS or any other taxing authority.

               (d)  If, after the receipt by the Executive of an amount advanced
by the Company pursuant to Section 9(c), he becomes entitled to receive any
refund with respect to such claim, he shall (subject to the Company's complying
with the requirements of Section 9(c)) promptly pay to the Company the amount of
such refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 9(c), a determination is made that
he is not entitled to any refund with respect to such claim and the Company does
not notify him in writing of its intent to contest such denial of refund prior
to the expiration of 30 days after such determination, then such

                                       12
<PAGE>

advance shall be forgiven and shall not be required to be repaid and the amount
of such advance shall offset, to the extent thereof, the amount of Gross-Up
Payment required to be paid.

          10.  Other Obligations of Executive.
               ------------------------------

               (a)  The Executive shall hold in a fiduciary capacity for the
Company's benefit all secret or confidential information, knowledge or data
relating to the Company or any of its affiliates, and their respective
businesses, which shall have been obtained by him during his employment and
which shall not be or become public knowledge (other than by acts by the
Executive or his representatives in violation of this Agreement). After
termination of his employment with the Company, he shall not, without the
Company's prior written consent or as may otherwise be required by law or legal
process, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. In no event shall an
asserted violation of the provisions of this Section 10 constitute a basis for
deferring or withholding any amounts otherwise payable to the Executive
hereunder.

               (b)  If the employment of Executive is terminated during the
Employment Period, during the two-year period following the Date of Termination,
Executive agrees that he will not (i) act as a management official of any
Competitive Business other than a "Permitted Entity", or (ii) solicit to provide
wireless mobile communications service to any person other than on behalf of a
Permitted Entity in the areas set forth on Attachment A; provided that this
Section 10(b) shall not be applicable if the Company has not at all times during
such period complied with all of its obligations under this Agreement. The term
"management official" means an officer, director, consultant, general partner,
manager or controlling shareholder, the term "Competitive Business" means the
provision of wireless mobile communications service, and the term "Permitted
Entity" means an entity that is licensed, directly or indirectly, to provide
mobile wireless communication service in an area(s) in which the population in
all of the Permitted Entity's service area is equal to or less than 15% of the
total population in all of the service area(s) of the Company.

          11.  Successors.
               -----------

               (a)  This Agreement is personal to the Executive and without the
Company's prior written consent shall not be assignable by him otherwise than by
will or the laws of descent and distribution.  This Agreement shall inure to the
benefit of and be enforceable by the Executive's legal representatives.

               (b)  This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.

                                       13
<PAGE>

               (c)  The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of its business and/or assets to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used herein, "Company" means the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law or otherwise.

          12.  Miscellaneous.
               -------------

               (a)  This Agreement shall be governed by and construed in
accordance with the laws of the State of Louisiana, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

               (b)  All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:



          If to the Executive: William L. Henning, Jr.
                               2835 St. Francis Forest
                               Lake Charles, La. 70605



          If to the Company:   US Unwired Inc.
                               Attn: General Counsel/Legal Dept.
                               One Lakeshore Drive, Suite 1900
                               Lake Charles, La. 70629

or to such other address as either party shall have furnished to the other in
writing in accordance herewith.  Notice and communications shall be effective
when actually received by the addressee.

               (c)  The invalidity or unenforceability of any provision hereof
shall not affect the validity or enforceability of any other provision.

               (d)  The Company may withhold from any amounts payable hereunder
such taxes as shall be required to be withheld pursuant to any applicable law or
regulation.

                                       14
<PAGE>

               (e)  The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof or to assert any right he or it may
have hereunder, including, without limitation, the right of the Executive to
terminate employment for Good Reason pursuant to Section 5(c) of this Agreement,
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.

               (f)  The Executive and the Company acknowledge that, except as
may otherwise be provided under any other written agreement between the
Executive and the Company, the employment of the Executive by the Company is "at
will" and the Executive's employment and/or this Agreement may be terminated by
either the Executive or the Company at any time, in which case the Executive
shall have only the rights specified in the Agreement. From and after the
Effective Date, this Agreement shall supersede any other agreement between the
parties with respect to the subject matter hereof.

               (g)  The termination or expiration of this Agreement or of
Executive's employment hereunder shall not affect any of the obligations of the
Company or the Executive to be performed as a result of or following such
termination or expiration nor affect any of the rights of the company or the
Executive hereunder, all of which obligations and rights shall continue in full
force and effect.




     IN WITNESS WHEREOF, the Executive and the Company have executed this
Agreement as of the day and year first above written.

                                    U.S. UNWIRED, INC.


                                    By:  /s/ Lawrence C. Tucker
                                         ----------------------
                                    Its: Chairman, Compensation Committee


                                    William L. Henning, Jr.


                                    /s/ William L. Henning, Jr.
                                    ---------------------------

                                       15
</TEXT>
</DOCUMENT>
