TRITON PCS HOLDINGS INC
EMPLOYMENT AGREEMENT FOR DAVID CLARK
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>dex101.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT FOR DAVID CLARK
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                             Employment Agreement

          THIS EMPLOYMENT AGREEMENT (this "Agreement") has been executed this
24th day of May, 2001, to be effective as of January 1, 2000 (the "Commencement
Date") by and between TRITON MANAGEMENT COMPANY, INC., a Delaware corporation
(the "Company"), and DAVID D. CLARK ("Executive").


                             W I T N E S S E T H:
                             - - - - - - - - - -

          WHEREAS, Triton PCS Holdings, Inc., a Delaware corporation ("Triton"),
and its affiliates (collectively and including any entities that becomes
affiliates after the Commencement Date, the "Triton PCS Group") are engaged in
the business of providing wireless telecommunication services in the
southeastern United States (the "Business");

          WHEREAS, the Company has been organized to provide management services
to the members of the Triton PCS Group;

          WHEREAS, from February 4, 1998 through December 31, 1999 Executive had
been employed by the Company on an "at-will" basis and served as the Senior Vice
President, Chief Financial Officer and Secretary of the Company and each other
member of the Triton PCS Group; and

          WHEREAS, the Company and Executive have agreed to enter into this
Agreement to set forth the terms and conditions of Executive's continued
employment with the Company from and after the Commencement Date.

          NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, intending to be legally bound hereby, the parties
agree as follows:

1.             Employment.
               ----------

(a)            Agreement to Employ.  Upon the terms and subject to the
               -------------------
conditions of this Agreement, the Company hereby employs Executive, and
Executive hereby accepts employment by the Company. From and after the
Commencement Date, the Company's employment of Executive shall no longer be on
an "at will" basis, but rather it shall be governed by the terms of this
Agreement.

(b)            Employment Period.  The initial term (the "Initial Term") of
               -----------------
Executive's employment shall be for a period of three (3) years commencing on
the Commencement Date and continuing until January 1, 2003 (the "Expiration
Date"). Unless this Agreement shall have been earlier terminated in accordance
with the terms of Paragraph 5(a), the term of this Agreement will be extended
automatically for successive one (1) year terms commencing on the Expiration
Date unless either party elects to terminate this

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<PAGE>

Agreement by providing written notice to the other party at least sixty (60)
days prior to the expiration of the Initial Term or any renewal term of this
Agreement. As used herein, the term "Employment Period" shall mean the Initial
Term plus any renewal terms as provided above.

2.             Position and Duties.  During the Employment Period, Executive
               -------------------
shall serve as the Executive Vice President, Chief Financial Officer and
Secretary of the Company and each other member of the Triton PCS Group and be
responsible for the duties set forth on Schedule I, reporting directly to the
                                        ----------
Chief Executive Officer of the Company. During the Employment Period, except as
set forth herein, Executive shall devote his entire business time to the
services required of him hereunder, except for vacation time and reasonable
periods of absence due to sickness, personal injury or other disability. Nothing
contained herein shall preclude Executive from serving on the board (or
comparable governing body) of, or working for, any charitable or community
organization, so long as such activities do not interfere in any material
respect with the performance of Executive's duties hereunder.

3.             Compensation.
               ------------

(a)            Base Salary.  As of the Commencement Date, the Company shall pay
               -----------
to Executive an annual salary of $220,000. Upon the first anniversary of the
Commencement Date, and annually thereafter, the Compensation Committee of the
Board of Directors of Triton shall review Executive's base salary in light of
the performance of Executive and the Triton PCS Group, and may, in its
discretion, increase (but not decrease) such base salary by an amount it
determines to be appropriate. The parties acknowledge that as of January 1,
2001, Executive's annual base salary has been increased to $235,000. Executive's
annual base salary payable hereunder, as it may be increased from time to time,
is referred to herein as "Base Salary." The Company shall pay Executive his Base
Salary in equal bi-weekly installments or in such other installments as the
Company pays other similarly situated senior officers of the Company.

(b)            Annual Bonus.  For each calendar year or part thereof during the
               ------------
Employment Period, Executive shall be eligible to receive an annual performance-
based bonus in an amount and in the manner determined pursuant to Schedule II.
                                                                  -----------
Any bonuses payable under this Paragraph 3(b) shall be paid to Executive at the
same time as bonuses are paid to other executive officers of the Company, but in
no event later than ninety (90) days after the close of the Company's fiscal
year for which the bonus is payable.

4.             Benefits, Prerequisites and Expenses.
               ------------------------------------

(a)            Benefits Plans.  During the Employment Period, Executive shall be
               --------------
eligible to participate in any benefit plan sponsored or maintained by the
Company for the benefit of its group of senior officers, including, without
limitation, any group life,

                                       2
<PAGE>

Flexible Spending Account, medical, disability insurance or similar plan or
program of the Company, whether now existing or established hereafter, to the
extent that Executive is eligible to participate in any such plan under the
generally applicable provisions thereof.

(b)            Prerequisites.  Executive shall be entitled to up to five (5)
               -------------
weeks paid vacation annually in accordance with the Company's policies and
practices. Executive shall also be entitled to receive such prerequisites as are
generally provided to other senior officers of the Company in accordance with
the policies and practices of the Company, including tax advisory, preparation
and related services from Triton's independent accountants, provided that the
cost to the Company in connection therewith shall not exceed $5,000 per annum.

(c)            Business Expenses.  The Company shall pay or reimburse Executive
               -----------------
for all reasonable expenses incurred or paid by Executive during the Employment
Period in performance of Executive's duties hereunder, provided Executive shall
account for and substantiate all such expenses in accordance with the Company's
policies for reimbursement of the expenses of its senior officers.

(d)            Indemnification.  The Company shall, to the maximum extent
               ---------------
permitted by applicable law, its certificate of incorporation or its bylaws,
indemnify Executive and hold Executive harmless against claims, judgments,
fines, amounts paid in settlement of and reasonable expenses, including
reasonable attorney's fees as incurred by Executive in connection with the
defense of any claim, action or proceeding in which he is a party by reason of
his position with any member of the Triton PCS Group, provided such liability
does not arise as a result of Executive's willful misconduct and/or gross
negligence. Executive shall notify the Company promptly upon learning of any
claim, action or proceeding for which Executive intends to assert his right to
indemnification under this Paragraph 4(d), and the Company shall have the right
to control the defense of any such claim, action or proceeding on behalf of
Executive, including any decision regarding the terms (if any) of settlement of
such claim, action or proceeding, provided that unless otherwise agreed to by
Executive, any such settlement shall include statements that Executive does not
admit any wrongdoing and the Company does not admit any wrongdoing on the part
of Executive. The Company shall not agree to any settlement of a claim, action
or proceeding for which it is indemnifying Executive until it first has informed
and consulted with Executive regarding the terms of such settlement, but the
Company shall not need the consent of Executive to such settlement (so long as
the settlement complies with the immediately preceding sentence). This
indemnification obligation of the Company in this paragraph shall survive any
termination of this Agreement.

(e)            Directors and Officers Liability Insurance.  Executive shall be
               ------------------------------------------
covered by any directors and officers' liability insurance coverage maintained
by any member of the Triton PCS Group.

                                       3
<PAGE>

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

(a)            Early Termination of the Employment Period.  This Agreement may
               ------------------------------------------
be terminated in any of the following manners:

               (i)    Executive may voluntarily terminate employment with the
Company at any time at the sole discretion of Executive upon sixty (60) days'
prior written notice to the Company (a "Voluntary Termination").

               (ii)   Executive may, upon written notice to the Company,
terminate employment with the Company immediately at any time for "Good Reason"
(as defined in Paragraph 5(e)), it being agreed that any such termination,
although effected by Executive, shall not constitute a Voluntary Termination.

               (iii)  Executive's employment may, upon written notice to
Executive, be terminated by the Company at any time without Cause (as defined in
Paragraph 5(d)) at the sole discretion of the Company ("Without Cause"). The
Company shall give Executive sixty (60) days' written notice if Executive is
being terminated Without Cause.

               (iv)   Executive's employment may be terminated by the Company at
any time for Cause (as defined in Paragraph 5(d)).

               (v)    This Agreement shall terminate automatically upon
Executive's death.

               (vi)   The Company may, upon written notice to Executive,
terminate this Agreement upon Executive's Disability. As used herein, the term
"Disability" shall mean a medical determination that Executive suffers from
illness or other physical or mental impairment that prevents Executive from
substantially performing his duties for a period of sixteen (16) consecutive
weeks or longer during the Employment Period. The determination of Executive's
Disability shall be made by the Board of Directors of the Company. Executive
shall cooperate fully with any physician or health care professional (the
"Doctor") chosen by the Board of Directors, in its sole discretion, to review
Executive's medical condition. Executive shall cooperate with the Doctor by,
among other things, executing any necessary releases to grant the Doctor full
access to any and all of Executive's medical records, authorizing or requiring
physicians and other healthcare professionals who have treated or dealt with
Executive to consult with the Doctor and submitting to such physical
examinations or testing as may be requested by the Doctor.

(b)            Benefits Payable Upon Termination.
               ---------------------------------

               (i)    Following the end of the Employment Period pursuant to any
     manner described in Paragraph 5(a), the Company shall pay to Executive (or,
     in the event

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<PAGE>

     of his death, his estate): (A) any Base Salary earned, but unpaid, for
     services rendered to the Company on or prior to the date of Executive's
     termination of employment, and (B) amounts which are vested or which
     Executive is otherwise entitled to receive under the terms of or in
     accordance with any plan, policy, practice or program of, or any contract
     or agreement with, the Company or any other member of the Triton PCS Group.
     Following the end of the Employment Period pursuant to any manner described
     in Paragraph 5(a)(ii), (iii), (v) or (vi), the Company shall pay to
     Executive (or, in the event of his death, his estate) any annual bonus that
     would be earned on the next anniversary date of this Agreement prorated for
     that portion of the year during which Executive was employed by the
     Company.

               (ii)   If termination occurs pursuant to any manner described in
     Paragraph 5(a)(ii), (iii) or (vi), Executive (or, in the event of his
     death, his estate) shall be entitled to receive, in addition to the
     benefits set forth in Paragraph 5(b)(i) hereof, a severance award equal to
     the amount of Executive's current Base Salary, payable over a 12-month
     period.

               (iii)  If termination occurs pursuant to any manner described in
     Paragraph 5(a)(ii), (iii), (v) or (vi), that portion of any unvested shares
     of Triton owned by Executive (and that are subject to the terms of a
     restricted stock award letter agreement or comparable agreement) on such
     date that would have vested on the next anniversary date of any restricted
     stock award within twelve (12) months following the termination date and
     shall vest immediately upon such termination.

(c)            Timing of Payments.
               ------------------

               (i)    Amounts payable pursuant to clause (A) of Paragraph
5(b)(i), will be paid in a single lump sum as soon as practicable, but in no
event more than 10 business days, following the end of the Employment Period.

               (ii)   Vested benefits referred to in clause (B) of Paragraph
5(b)(i) shall be payable in accordance with the terms of the plan, policy,
practice, program, contract or agreement under which such benefits have accrued.

               (iii)  Amounts payable pursuant to clause (A) of Paragraph
5(b)(ii) will be paid according to the current payroll schedule in said 12-month
period.

(d)            Definition of Cause.
               -------------------

          For purposes of this Agreement, "Cause" shall mean:

               (i)    fraud against the Company;

                                       5
<PAGE>

               (ii)   willful malfeasance or gross misconduct in connection with
     his employment hereunder which has materially adversely affected the
     Company as determined by a majority vote of the Board of Directors
     inclusive of the Chief Executive Officer or six (6) out of seven (7) in the
     absence of the Chief Executive Officer;

               (iii)  material failure to perform Executive's duties for the
     Company;

               (iv)   any refusal to implement or undertake the directives of
     the Board of Directors of the Company or the Chief Executive Officer;

               (v)    engaging in conduct that causes material injury, monetary
     or otherwise, to the Company;

               (vi)   deleted

               (vii)  arrest for, indictment for, or being formally charged
     with, the commission of a felony or commission of a crime, whether or not a
     felony, involving Executive's duties for the Company or that may reflect
     unfavorably on the Company or bring Executive into public disrepute or
     scandal;

               (viii) violation of federal, state or local tax laws;

               (ix)   dependence on alcohol or drugs without the supervision of
     a physician or the illegal use, possession or sale of drugs;

               (x)    theft, misappropriation, embezzlement or conversion of the
     assets or opportunities of the Company;

               (xi)   a material breach of the terms, covenants or
     representations of this Agreement; or

               (xii)  a material violation of Company policies.

(e)            Definition of Good Reason.
               -------------------------

               For purposes of this Agreement, "Good Reason" means any of the
following:

               (i)    Executive is demoted or removed from any of his positions
or offices other than in accordance with the terms of this Agreement; or

               (ii)   there is a material diminishment of Executive's
responsibilities, duties or status, which diminishment is not rescinded within
thirty (30) days after the date of

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<PAGE>

receipt by the Board of Directors of Triton from Executive of his written notice
referring to this provision and describing such diminishment; or

               (iii)  the Company fails to pay or provide when due (or there is
a reduction in) Executive's Base Salary, annual bonus or benefits, which failure
is not cured (or which reduction is not corrected) within ten (10) days after
the receipt by the Board of Directors of Triton from Executive of his written
notice referring to this provision and describing such failure (or reduction);
or

               (iv)   Triton or the Company relocates its principal offices to a
location more than 30 miles from their principal offices in Berwyn,
Pennsylvania; or

               (v)    any purported termination by the Company of Executive for
Cause for any reason other than as set forth in Paragraph 5(d); or

               (vi)   a "Change of Control" (as hereinafter defined) occurs;
provided, however, that if a Change of Control shall exist as a result of the
circumstances set forth in clause (A) of the definition thereof, Executive
agrees that he will, for a period of time equal to the greater of (x) one year
after the date of the occurrence of such Change of Control and (y) the balance
of time remaining until the Expiration Date (such greater period of time being
referred to herein as the "Change of Control Period"), defer his right to
terminate this Agreement pursuant to Paragraph 5(a)(ii) and continue his
employment hereunder on the terms and subject to the conditions contained in
this Agreement; provided, further however, that upon such subsequent termination
of this Agreement by Executive after the expiration of the Change of Control
Period by Executive for Good Reason or by the Company Without Cause, the date of
any such termination of this Agreement shall be deemed to be the date of the
occurrence of the Change of Control for purposes of benefits to which Executive
is entitled pursuant to Paragraph 5(b); or

               (vii)  in the event that the employment by the Company of Michael
Kalogris has been terminated during the Executive's Employment Period and upon
sixty (60) days' prior written notice.

(f)            Definition of Change of Control.
               -------------------------------

               For purposes of this Agreement, a "Change of Control" shall mean
any transaction or event, or series of transactions or events, whether voluntary
or involuntary, that results in, or as a consequence of which, any of the
following events shall occur: (A) any Person (as defined in Triton's
Stockholders' Agreement) shall acquire, directly or indirectly, Beneficial
Ownership (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) of more than 50% of the voting stock of Triton except in connection
with any initial public offering of Triton's equity securities, (B) any sale of
all or substantially all of the assets of Triton or persons constituting the
Board of Directors of Triton immediately prior to the initiation of such proxy
contest ceasing to constitute a majority of the Board of Directors

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<PAGE>

of Triton upon the conclusion of such proxy contest.

(6)            Restrictive Covenants.
               ---------------------

               Non-Competition.  During Executive's employment with the Company
(a)            ---------------
and for a period of two (2) years following the termination of Executive's
employment with the Company at any time and for any reason, Executive shall not,
on Executive's own behalf or on behalf of others, directly or indirectly,
(whether as an employee, consultant, investor, partner, sole proprietor or
otherwise), be employed by, perform any services for, or hold any ownership
interest in any business engaged in the business of selling personal
communications services or personal communications handsets and accessories in
the Territory (as defined in Triton's Stockholders Agreement) in which the
Company is doing business, or in which the Company has established plans to do
business as of the date of the termination of Executive's employment with the
Company. The above notwithstanding, the ownership, for investment purposes, of
up to one percent (1%) of the total outstanding equity securities of a publicly
traded company, shall not be considered a violation of this subparagraph (a).

(b)            Confidentiality.  Executive further agrees that both during
               ---------------
Executive's employment with the Company and thereafter Executive will not
disclose to any third party or use in any way (except in performing Executive's
duties while employed by the Company in furtherance of the best interests of the
Company) any confidential information, business secrets, or business opportunity
of the Company, including without limitation, drawings, designs, blueprints,
plans, marketing, advertising and promotional ideas and strategies, marketing
surveys and analyses, technology, budgets, business plans, customer or supplier
lists, research or financial, purchasing, planning, employment or personnel data
or information. Immediately upon termination of Executive's employment or at any
other time upon the Company's request, Executive will return to the Company all
memoranda, notes and data, and computer software and hardware, records or other
documents compiled by Executive or made available to Executive during
Executive's employment with the Company concerning the business of the Company,
all other confidential information and all personal property of the Company,
including without limitation, all drawings, designs, blueprints, plans, files,
records, documents, lists, equipment, supplies, promotional materials, keys,
phone or credit cards and similar items and all copies thereof or extracts
therefrom.

(c)            Intangible Property.  Executive will not at any time during or
after Executive's employment with the Company have or claim any right, title or
interest in any trade name, trademark, patent, copyright, work for hire or other
similar rights belonging to or used by the Company and shall not have or claim
any right, title or interest in any material or matter of any sort prepared for
or used in connection with the business or promotion of the Company, whatever
Executive's involvement with such matters may have been, and whether procured,
produced, prepared, or published in whole

                                       8
<PAGE>

or in part by Executive, it being the intention of the Parties that Executive
shall and hereby does, recognize that the Company now has and shall hereafter
have and retain the sole and exclusive rights in any and all such trade names,
trademarks, patents, copyrights (all Executive's work in this regard being a
work for hire for the Company under the copyright laws of the United States),
material and matter as described above. If any work created by Executive is not
a work for hire under the copyright laws of the United States, then Executive
hereby assigns to the Company all rights, title and interests in each such work
(including, but not limited to, copyright rights). Executive shall cooperate
fully with the Company during Executive's employment and thereafter in the
securing of trade name, trademark, patent or copyright protection or other
similar rights in the United States and in foreign countries and shall give
evidence and testimony and execute and deliver to the Company all papers
requested by it in connection therewith. Executive hereby irrevocably appoints
the Company as Executive's attorney-in-fact (with a power coupled with an
interest) to execute any and all documents which may be necessary or appropriate
in the security of such rights, including but not limited to, any copyright in
Executive's work.

(d)            No Solicitation of Employees.  Executive agrees that, both during
               ----------------------------
Executive's employment with the Company and for a period of two (2) years
following the termination of Executive's employment with the Company at any time
and for any reason, Executive will not, directly or indirectly, on Executive's
own behalf or on behalf of any other person or entity, hire or solicit to hire
for employment or consulting or other provision of services, any person who is
actively employed (or in the preceding six months was actively employed) by the
Company. This includes, but is not limited to, inducing or attempting to induce,
or influencing or attempting to influence, any person employed by the Company to
terminate his or her employment with the Company.

(e)            No Solicitation of Customers.  Executive agrees that, both during
               ----------------------------
Executive's employment and for a period of two (2) years following the
termination of Executive's employment with the Company at any time and for any
reason, Executive will not directly or indirectly, on Executive's own behalf or
on behalf of any other person or entity, solicit the business of any entity with
which the Company has an agreement, at the time of Executive's termination, to
provide services to such entity (a "Customer"), provided that the restrictions
of this subparagraph (c) shall only apply to Customers with which Executive had
personal contact, or for whom Executive had some responsibility in the
performance of Executive's duties for the Company, during Executive's employment
with the Company.

(f)            Enforcement.  Executive acknowledges and agrees that the
               -----------
restrictions contained in this Paragraph 6 are necessary to prevent the use and
disclosure of confidential information and to protect other legitimate business
interests of the Company. Executive acknowledges that all of the restrictions in
this Paragraph 6 are reasonable in all respects, including duration, territory
and scope of activity. Executive acknowledges and agrees that the Company
competes with businesses nationwide and

                                       9
<PAGE>

that a nationwide restriction is therefore reasonable and necessary to protect
the Company's legitimate business interests. Executive agrees that the
restrictions contained in this Paragraph 6 shall be construed as separate
agreements independent of any other provision of this Agreement or any other
agreement between Executive and the Company. Executive agrees that the existence
of any claim or cause of action by Executive against the Company shall not
constitute a defense to the enforcement by the Company of the covenants and
restrictions in this Paragraph 6. Executive agrees that the injury the Company
will suffer in the event of the breach or threatened breach by Executive of any
clause of this Paragraph 6 will cause the Company irreparable injury that cannot
be adequately compensated by monetary damages alone. Therefore, Executive agrees
that the Company, without limiting any other legal or equitable remedies
available to it, shall be entitled to obtain equitable relief by injunction or
otherwise, without the posting of any bond, from any court of competent
jurisdiction, including, without limitation, injunctive relief to prevent
Executive's failure to comply with the terms and conditions of this Paragraph 6.
The two-year period referenced in subparagraphs (b), (c) and (d) above shall be
tolled on a day-for-day basis for each day during which Executive violates the
provisions of subparagraphs (b), (c) or (d) in any respect, so that Executive is
restricted from engaging in the activities prohibited by subparagraphs (b), (c)
and (d) for the full two-year period.

(7)            No Conflict With Prior Agreements; Due Authorization.
               ----------------------------------------------------

(a)            Executive represents to the Company that neither Executive's
execution of this Agreement or commencement of employment hereunder nor the
performance of Executive's duties hereunder conflicts with any contractual
commitment on Executive's part to any third party. The Company represents to
Executive that it is fully authorized and empowered by all necessary corporate
action to enter into this Agreement and that performance of its obligations
under this Agreement will not violate any agreement between it and any other
person, firm or other entity.

(b)            Nothing herein shall be construed to require Executive to use or
disclose any information that he is prohibited from using or disclosing as a
result of legal or contractual obligations.

(8)            Miscellaneous.
               -------------

(a)            Survival.  Paragraphs 4(d), 5, 6, and 8 shall survive the
               --------
termination hereof.

(b)            Binding Effect.  Subject to the Executive's rights as set forth
               --------------
in Paragraph 5 (e) (vi), this Agreement shall be binding on the Company in
accordance with its terms and any person or entity which succeeds to the
interest of the Company (regardless of whether such succession occurs by
operation of law) by reason of the sale of all or a portion of PCS's stock, a
merger, consolidation, or reorganization involving PCS or a

                                       10
<PAGE>

sale of the assets of the business of PCS (or portion thereof) in which
Executive performs a majority of his services. This Agreement shall also inure
to the benefit of Executive's heirs, executors, administrators and legal
representative.

(c)            Assignment.  Except as provided under Paragraph 8(b), neither
               ----------
this Agreement nor any of the rights or obligations hereunder shall be assigned
or delegated by any party hereto without the prior written consent of the other
party.

(d)            Entire Agreement.  This Agreement, together with the Schedules
               ----------------
attached hereto, constitutes the entire agreement between the parties hereto
with respect to the matters referred to herein, and no other agreement, oral or
otherwise, shall be binding among the parties unless it is in writing and signed
by the party against whom enforcement is sought. There are no promises,
representations, inducements or statements between the parties other than those
that are expressly contained herein. Executive acknowledges that he is entering
into this Agreement of his own free will and accord, and with no duress, that he
has been represented and fully advised by competent counsel in entering into
this Agreement, that he has read it and that he understands it and its legal
consequences. No parole or other evidence may be admitted to alter, modify or
construe this Agreement, which may be altered, modified or amended only by a
writing signed by the parties hereto.

(e)            Severability; Reformation.  In the event that one or more of the
               -------------------------
provisions of this Agreement shall become invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby. In the event that any
provision of Paragraph 6 is not enforceable in accordance with its terms,
Executive and the Company agree that such provision shall be reformed to make
such provision enforceable in a manner which provides the Company the maximum
rights permitted at law.

(f)            Waiver.  Waiver by any party hereto of any breach or default by
               ------
the other party of any of the terms of this Agreement shall not operate as a
waiver of any other breach or default, whether similar to or different from the
breach or default waived. No waiver of any provision of this Agreement shall be
implied from any course of dealing between the parties hereto or from any
failure by either party hereto to assert its or his rights hereunder on any
occasion or series of occasions.

(g)            Notices.  Any notice required or desired to be delivered under
               -------
this Agreement shall be in writing and shall be delivered personally against
receipt, by courier service or by registered mail, return receipt requested, and
shall be effective upon actual receipt by the party to which such notice shall
be directed, and shall be addressed as follows (or to such other address as the
party entitled to notice shall hereafter designate in accordance with the terms
hereof):

               If to the Company, to:

                                       11
<PAGE>

               Triton Management Company, Inc.
               1100 Cassatt Road
               Berwyn, PA  19312
               Phone:  (610) 651-5900
               FAX:  (610) 993-2683
               Attention:  Michael Kalogris, CEO

               With a required copy (which shall not constitute notice) to:

               Kleinbard, Bell & Brecker LLP
               1900 Market Street, Suite 700
               Philadelphia, PA  19103
               Phone:  (215) 568-2000
               FAX:  (215) 568-0140
               Attention:  Howard J. Davis, Esquire

               If to Executive, to:

               Mr. David D. Clark
               501 Contention Lane
               Berwyn, PA  19312
               Phone:  (610) 722-4440
               FAX:  (610) 993-2683
               Home Phone:  (610) 695-0095

(h)            Headings.  Headings to paragraphs in this Agreement are for the
               --------
convenience of the parties only and are not intended to be part of or to affect
the meaning or interpretation hereof.

(i)            Counterparts.  This Agreement may be executed in counterparts,
               ------------
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

(j)            Withholding.  Any payments provided for herein shall be reduced
               -----------
by any amounts required to be withheld by the Company from time to time under
applicable Federal, State or local income or employment tax laws or similar
statutes or other provisions of law then in effect.

(k)            Governing Law.  This Agreement shall be governed by and construed
               -------------
in accordance with the internal laws of the State of Pennsylvania.

                                       12
<PAGE>

(l)            Resolution of Disputes.  All disputes, controversies and claims
               ----------------------
arising in connection with this Agreement that are not settled by agreement
between the parties shall be finally settled under the Commercial Arbitration
Rules of the American Arbitration Association ("AAA") in effect from time to
time. A single arbitrator shall be appointed by agreement between the parties
or, failing such agreement, by AAA. The arbitrator may grant any remedy that
(s)he deems just and equitable within the scope of this agreement, including
specific performance. The award of the arbitrator shall be final and binding and
judgment thereon may be entered in any court having jurisdiction. The costs and
expenses (including reasonable attorney's fees) of the prevailing party shall be
borne and paid by the party that the arbitrator determines is the non-prevailing
party.

                           [Signature Page Follows]

                                       13
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer, and Executive has hereunto set his hand,
as of the date first above written, to be effective as of the Commencement Date.

EXECUTIVE:


By:                        /s/ David D. Clark
   -----------------------------------------------------------------------------
           David D. Clark, Executive Vice President and Chief Financial Officer

COMPANY:
TRITON MANAGEMENT COMPANY, INC.


By:                        /s/ Michael E. Kalogris
   -----------------------------------------------------------------------------
           Michael Kalogris, Chief Executive Officer

                                       14
<PAGE>

                                  SCHEDULE I
                                  ----------

                                    Duties
                                    ------

As Executive Vice President, Chief Financial Officer and Secretary of the
Company, Executive shall maintain compliance with goals, policies, and
objectives established by the Chief Executive Officer and the Board of Directors
of the Company.  Executive shall direct, coordinate, and administer all
Financial and Administrative operations including but not limited to Finance,
Accounting, Human Resources, Office Services, Intercarrier Relations and
Business Security.  Executive shall assist in the development of corporate
policies and standard operating procedures.  Executive shall maintain
supervision over, and responsibility for, the day-to-day operations of the
aforementioned financial and administrative groups with all of the powers and
authority typically exercised by an Executive Vice President, Chief Financial
Officer and Secretary of a Company.

                                       15
<PAGE>

                                 SCHEDULE II
                                 -----------

                                Annual Bonuses
                                --------------

Executive shall be entitled to an Annual Bonus based upon achievement of certain
stated objectives established from time to time by the Compensation Committee of
the Board of Directors of Triton.

The calculated weighted score from Annex A shall be utilized to determine the
bonus payable.  The "Bonus Target" for Executive for any year is equal to 50% of
his Base Salary for that year.  The portion, if any, of the Bonus Target that
shall be payable in any given year shall be determined as follows:

<TABLE>
<CAPTION>

                                     PAYMENT PERCENTAGE
WEIGHTED SCORE                         OF BONUS TARGET
--------------                         ---------------
<S>                                    <C>
Less than 80%                            0 payment
80.0% to 84.9%                           50% payment
85.0% to 89.9%                           75% payment
90.0% to 100.0%                          As scored
101.0% to 104.9%                         125% payment
105.0% to 109.9%                         150% payment
110.0% to 114.9%                         175% payment
115.0% and over                          200% (maximum payment)
</TABLE>

                                       16

</TEXT>
</DOCUMENT>
