TRITON PCS HOLDINGS INC
FORM OF DIRECTOR STOCK AWARD AGREEMENT, AS AMENDED
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>12
<FILENAME>w62744exv10w9.txt
<DESCRIPTION>FORM OF DIRECTOR STOCK AWARD AGREEMENT, AS AMENDED
<TEXT>
<PAGE>


                                                                    Exhibit 10.9



                                     FORM OF
                            TRITON PCS HOLDINGS, INC.
                         DIRECTOR STOCK AWARD AGREEMENT
                                  (as amended)


         THIS AGREEMENT is made as of this __ day of _______, 2002, by and
between Triton PCS Holdings, Inc., a Delaware corporation (the "Company") and
____________ (the "Director").

                                   WITNESSETH

         WHEREAS, the Board of Directors of the Company (the "Board"), at a duly
convened meeting held on May 7, 2002, approved a stock award to the Director
consisting of ______ shares of the Company's Class A Common Stock (the
"Shares"), subject to certain vesting and transferability restrictions as set
forth herein (the "Restricted Stock Award"); and

         WHEREAS, as a condition of the grant of the Restricted Stock Award, the
Director is required to execute this Restricted Stock Award Agreement (this
"Agreement");

         In consideration of the mutual promises and covenants contained in this
Agreement, the parties hereto, intending to be legally bound, agree as follows:

         1. GRANT OF RESTRICTED STOCK AWARD. Effective as of the date of this
Agreement (the "Grant Date"), and subject to all the terms and conditions set
forth herein, the Company hereby grants the Director a Restricted Stock Award
consisting of ______ Shares.

         2. VESTING.

         (a) The Director shall earn the Restricted Stock Award over a five (5)
year period in accordance with the following schedule:

<TABLE>
<CAPTION>
                           Year                                        Vested Percentage

<S>                        <C>                                           <C>
                             June 1, 2003                                                  20%

                             June 1, 2004                                                  20%

                             June 1, 2005                                                  20%

                             June 1, 2006                                                  20%

                             June 1, 2007                                                  20%
</TABLE>

         (b) Upon the Director's termination of service as a member of the Board
for any reason, including as a result of death, retirement or disability, the
Director shall forfeit any
<PAGE>
interest in the Restricted Stock Award that has not vested in accordance with
subsection (a) of this Section 2.

         (c) For purposes of this Section 2, in the event the Director is not
nominated to serve as a member of the Board when his term expires, or if the
Director is nominated but does not receive the requisite vote of the Company's
stockholders to be elected, the Director shall be deemed to have served on the
Board as of the vesting date closest to the relevant annual meeting of the
Company's stockholders, if such meeting is held on or before June 1st of the
year of such Director's removal from the Board.

         (d) Notwithstanding the vesting schedule contained in this Section, in
the event that the Director ceases to be a director of the Company following a
Change of Control, as subsequently defined (other than as a result of the breach
of any duty or obligation to the Company or as the result of the Director's
engaging in conduct materially detrimental to the Company), all unvested Shares
shall vest immediately. "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 or entity 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 the Company or (B) a
proxy contest for the election of directors of the Company results in the
persons constituting the Board of Directors of the Company immediately prior to
the initiation of such proxy contest ceasing to constitute a majority of the
Board of Directors upon the conclusion of such proxy contest.

         3. NONTRANSFERABILITY. During the period before the Director's interest
in the Restricted Stock Award vests in accordance with Section 2 hereof, and
unless otherwise permissible under the terms of this Agreement, the Restricted
Stock Award shall not be assignable, transferable or otherwise disposable by the
Director other than by will or the laws of descent and distribution. No right or
interest of the Director in the Restricted Stock Award shall be pledged to or
encumbered in favor of any party, or shall be subject to any lien, obligation or
liability of the Director to any party other than the Company. Any purported
assignment or transfer of the Restricted Stock Award that is not in accordance
with the express terms of this Agreement will be null and void and of no effect
whatsoever.

         4. RIGHTS AS A STOCKHOLDER. The Director shall have all of the rights
of a stockholder of the Company with respect to the Restricted Stock Award,
including but not limited to the right to vote the Shares subject to the
Restricted Stock Award and to receive dividends declared with respect to such
Shares, regardless of whether or not the Director has an unrestricted right to
retain the Restricted Stock Award, provided that any dividends paid with respect
to the Restricted Stock Award shall be withheld by the Company and paid to the
Director, without interest, only when and to the extent the Director vests in
the Restricted Stock Award. Nothing in this Agreement shall confer upon the
Director any right to continue serving on the Board.

                                      -2-
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         5. LEGENDS. The Company may at any time place legends referencing any
applicable federal or state securities law restriction on all certificates
representing the Shares subject to the Restricted Stock Award. The Director
shall, at the request of the Company, promptly present to the Company any and
all certificates representing such Shares that are in the possession of the
Director in order to effectuate the provisions of this Section 7.

         6. DIRECTOR REPRESENTATIONS. The Director acknowledges that the Shares
subject to the Restricted Stock Award are being assigned and transferred to the
Director in a transaction not involving a public offering and pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended. The Director understands and agrees that the Shares subject to the
Restricted Stock Award are being assigned and transferred to the Director
without registration under any federal or state laws relating to the
registration of securities, in reliance upon exemptions from registration under
the appropriate federal and state laws based in part upon the representations
the Director has made herein. In connection with the issuance of the Restricted
Stock Award, the Director represents, warrants and agrees as follows:

         (a) That the Shares subject to the Restricted Stock Award are being
assigned and transferred to the Director for his own account and not for the
account of any other person, with the intent of holding such Shares for
investment purposes and not with the intent of participating, directly or
indirectly, in a distribution or resale of such Shares or any portion thereof.

         (b) The Director has had the opportunity to obtain all information
necessary for the Director to make an informed decision with respect to the
investment in the Company represented by the Restricted Stock Award.

         (c) The Director has had complete access to and the opportunity to
review all material documents related to the business of the Company, has
examined all such documents as the Director desired, is familiar with the
business and affairs of the Company and realizes that the Restricted Stock Award
is a speculative investment and that any possible profit therefrom is uncertain.

         (d) The Director is able to bear the economic risk of any investment in
the Restricted Stock Award, including the risk of a complete loss of the
investment, and the Director acknowledges that he may need to continue to bear
the economic risk of the investment in the Restricted Stock Award for an
indefinite period.

         (e) The Director has not relied upon the Company or any agent of the
Company with respect to any tax consequences related to the Restricted Stock
Award or to the disposition of the underlying Shares.

         7. MODIFICATION. No change, termination, waiver or modification of this
Agreement will be valid unless in writing and signed by all of the parties to
this Agreement.

         8. CONSENT TO JURISDICTION. The Director hereby consents to the
jurisdiction of any state or federal court located in the county in which the
principal executive office of the Company is then located for purposes of the
enforcement of this Agreement and waives personal

                                      -3-
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service of any and all process upon him or her. The Director waives any
objection to venue of any action instituted under this Agreement.

         9. PARTIES TO AGREEMENT. This Agreement will be binding on and will
operate for the benefit of the Company, its successors and assigns, and the
Director and his or her heirs, estate, personal representatives, successors and
assigns, and will be binding on any person or entity to whom the Restricted
Stock Award is transferred in violation of the provisions of this Agreement, and
the heirs, estate, personal representatives, successors and assigns of such
person or entity.

         10. NOTICES. All notices, designations, consents, offers or any other
communications provided for in this Agreement must be given in writing,
personally delivered, or by facsimile transmission with an appropriate written
confirmation of receipt, by nationally recognized overnight courier or by U.S.
mail. If by mail or overnight courier, it must be sent with first-class postage
prepaid and return receipt requested, in which event it will be deemed to have
been given on the date following the date it was so posted. Notice to the
Company is to be addressed to its then principal office. Notice to the Director
or any transferee is to be addressed to his, her or its respective address as it
appears on the transfer books of the Company, or to such other address as may be
designated by the receiving party by notice in writing to the Secretary or
Assistant Secretary of the Company.

         11. FURTHER ASSURANCES. At any time, and from time to time after
executing this Agreement, the Director will execute such additional instruments
and take such actions as may be reasonably requested by the Company to confirm
or perfect or otherwise to carry out the intent and purpose of this Agreement.

         12. NO RESTRICTION ON CORPORATE ACTION. Nothing contained in this
Agreement shall be construed to prevent the Board, in accordance with Delaware
law, from taking any corporate action that is deemed by the Board to be
appropriate or in the Company's best interests, whether or not such action would
have an adverse effect on the Restricted Stock Award. Neither the Director nor
any beneficiary thereof, nor other Person shall have any claim against the
Company as a result of any such action.

         13. PROVISIONS SEVERABLE. If any provision of this Agreement is invalid
or unenforceable, it shall not affect the other provisions, and this Agreement
shall remain in effect as though the invalid or unenforceable provisions were
omitted. Upon a determination that any term or other provision is invalid or
unenforceable, the Board, in accordance with Delaware general corporate law,
shall in good faith modify this Agreement so as to effect the original intent of
the parties as closely as possible.

         14. CAPTIONS. Captions herein are for convenience of reference only and
shall not be considered in construing this Agreement.

         15. ENTIRE AGREEMENT. This Agreement represents the parties' entire
understanding and agreement with respect to the issuance of the Restricted Stock
Award, and each of the parties acknowledges that it has not made any, and makes
no promises, representations or undertakings,

                                      -4-
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other than those expressly set forth or referred to therein.

         16. GOVERNING LAW. This Agreement is to be governed by the laws of the
State of Delaware without regard to conflicts of law principles thereof.

                                      -5-
<PAGE>
         IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officers thereunto duly authorized, and the Director has
hereunto set his hand, all on the day and year first above written.



                                    TRITON PCS HOLDINGS, INC.

                                    -----------------------------------

                                    By:
                                         ------------------------------

                                    Title:
                                         ------------------------------


                                    DIRECTOR

                                    By:
                                         ------------------------------

                                      -6-
<PAGE>
                   SCHEDULE REGARDING FOUR DIRECTORS ENTERING

                      INTO A DIRECTOR STOCK AWARD AGREEMENT



<TABLE>
<CAPTION>
Name of Director:                  Agreement Dated as of:           Number of Shares Granted:
----------------                   ---------------------            ------------------------
<S>                                <C>                              <C>
Scott I. Anderson                       June 24, 2002                         17,500

John Beletic                            June 24, 2002                         17,500

Arnie L. Chavkin                         July 1, 2002                         23,750

Rohit M. Desai                           July 1, 2002                         23,750
</TABLE>






</TEXT>
</DOCUMENT>
