EMPLOYMENT AGREEMENT AGREEMENT effective September 22, 2012 (Effective Date) between T-Mobile USA, Inc., (the Company) and John Legere (the Executive).

WHEREAS, the parties wish to enter into this Agreement setting forth the terms and conditions of the Executive's employment with the Company;

NOW THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

The Company shall employ the Executive, and the Executive shall serve in the full-time employ of the Company, on the terms and subject to the conditions set forth in this Agreement. The Executive shall serve as the Chief Executive Officer (“CEO”) of the Company, reporting to the Chairman of the Board of Directors for the Company (the “Board”) and shall at all times during the Term be the most senior executive officer of the Company. The Executive shall have such duties and authority commensurate with the position of CEO of the Company and shall perform such other duties commensurate with such position as the Chairman of the Board may from time-to-time assign. During the Term Deutsche Telekom AG (“DT”) shall cause the Executive to be appointed to the Board (and if and when the Company issues publicly traded common stock or other equity securities, the Company shall use its best efforts to cause the Executive to be nominated for election to the Board). The Executive shall devote his best efforts and all of his business time and attention to promote the benefit and advantage of the Company; provided, however, that the foregoing shall not preclude the Executive from engaging in appropriate civic, charitable or religious activities which have been previously approved by the Company's compliance function consistent with Company policy or from devoting a reasonable amount of time to private investments not inconsistent with the Restrictive Covenant and Confidentiality Agreement referenced in paragraph 6 below, and provided further, that the Executive may continue board service on the entities listed on Exhibit A to this Agreement, in all such cases so long as such service does not materially interfere with the Executive's full time services to the Company. The Executive's position shall be based at the Company's headquarters in Bellevue, Washington.

The term of the Executive's employment with the Company under this Agreement shall commence on the Effective Date and continue to the third anniversary of the Effective Date (the “Original Term”) and renew and be automatically extended for successive one-year terms (each, a “Renewal Term”) unless notice of non-renewal is given by either party to the other party at least ninety (90) days prior to the end of the Original Term or any Renewal Term. The Original Term and any Renewal Terms are collectively referred to herein as the “Term.” The “Termination Date” of the Executive's employment under this Agreement shall be the earliest to occur of:

During the Term, the Executive shall be compensated by the Company as follows:

with a maximum cash award equal to 250% of the target. The award shall become earned based on achievement of performance goals established by the Committee in accordance with standard Company practices after consultation with the Executive and, except as otherwise provided herein, subject to the terms and conditions of the LTIP. Such performance goals shall be established by the Committee generally by no later than March 31 of the first year of the applicable performance period. Notwithstanding any provision of the LTIP to the contrary, except as otherwise expressly provided by paragraph 5 below, any “Tranche Vesting” portion of an LTIP award to the extent earned based on performance with respect to any performance year shall be deferred and shall be payable, without interest, as soon as administratively practicable following the end of the applicable three-year performance period (but not later than March 15 of the year following the end of the applicable three-year performance period). Notwithstanding any provision herein to the contrary, for 2012, the Executive has been approved for, and is hereby granted as of the Effective Date, a 2012-2014 LTIP cash award in the target amount of $5,000,000. The Company shall provide the Executive with a “Notice of LTIP Award” with respect to such 2012-2014 award as soon as administratively practicable after the Effective Date. Except as otherwise expressly provided by paragraph 5 below, the Executive must remain continuously employed with the Company through the applicable LTIP award payment date in order to earn the right to payment of the award, and any termination of employment before such award payment date shall result in cancellation of any right or entitlement to any such award. To the extent that the LTIP otherwise provides for payment of amounts upon the occurrence of a Change in Control Event in advance of the normal payment date and without regard to a termination of employment (“LTIP Single Trigger Payment Provisions”), then, except with respect to LTIP performance periods that have ended prior to the date of the Change in Control Event (in which case this sentence shall be inapplicable), (i) the LTIP Single Trigger Payment Provisions shall be disregarded with respect to the Executive, (ii) outstanding LTIP awards with unexpired performance periods as of the date of the Change in Control Event shall remain outstanding, (iii) the Company (or its successor) shall make equitable adjustments to the applicable performance goals for such awards, and (iv) the applicable awards shall be paid on the dates they would have been paid as provided above had no such Change in Control Event occurred, unless the Executive's termination of employment has occurred prior to such date, in which case the amount payable with respect to such LTIP awards shall be determined and paid in accordance paragraph 5 below.

Agreement, the Executive shall be provided with benefits to the same extent and on the same terms as those benefits are generally provided by the Company to its senior managers. In that regard, the Executive shall be entitled to relocation benefits for his relocation to the Company's headquarters in connection with his commencement of employment in accordance with the Company's standard relocation policy, as the same may be adjusted by agreement of the parties. Notwithstanding anything herein to the contrary, the Executive shall not participate in the Company's Executive Continuity Bonus Plan or any other severance plan or program, other than the right to receive severance benefits subject to, and in accordance with, the provisions of paragraph 5 below.

The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given the opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the alleged conduct triggering termination for Cause.

The compensation and benefits set forth in clauses (i) through (iv) above are referred to herein as the “Accrued Benefits.”

The payments described in clauses (ii) through (vii) above are conditioned on the Executive, no later than sixty (60) days following the Termination Date executing a

Separation Agreement in substantially the form attached to this Agreement as Exhibit B (subject to any modifications necessary or appropriate to (I) indicate the specific amounts payable under each of clauses (i) thru (vii) above and (II) reflect changes in applicable law), and the seven day revocation period provided for in such Separation Agreement having expired without revocation ( the “Release Effective Date”). Such payments shall be made in a lump sum within ten (10) days after the Release Effective Date, provided the Executive is then in compliance with his ongoing obligations to the Company set forth in the Restrictive Covenant and Confidentiality Agreement referenced in paragraph 6 below.

earned based on performance as of the Termination Date minus (B) the amounts payable under clauses (vi) and (vii) above.

The payments described in clauses (ii) through (viii) above are conditioned on the Executive, no later than sixty (60) days following the Termination Date executing a Separation Agreement in substantially the form attached to this Agreement as Exhibit B (subject to any modifications necessary or appropriate to (I) indicate the specific amounts payable under each of clauses (i) thru (viii) above and (II) reflect changes in applicable law), and the Release Effective Date having occurred. Such payments shall be made in a lump sum within ten (10) days after the Release Effective Date, provided the Executive is then in compliance with his ongoing obligations to the Company set forth in the Restrictive Covenant and Confidentiality Agreement referenced in paragraph 6 below; provided, however, that the amount set forth in clause (viii) above shall not be paid prior to the consummation of the Change in Control Event and shall be paid within ten days of the consummation of the Change in Control Event. If the Change in Control Event is not consummated, the amount set forth in clause (viii) above shall not be paid and shall be forfeited.

The payments described in clauses (ii) through (vi) above shall be made in a lump sum as soon as practicable (but not more than sixty (60) days) after the Termination Date.

Agreement except as provided in paragraphs 5(a) through (d) above, and only to the extent provided in the applicable paragraph (i.e., severance benefits shall not be payable under more than one paragraph above).

Notwithstanding the foregoing, a Change in Control Event shall not have occurred if DT and its Affiliates otherwise have the power to direct the management and policies of the Company, whether through the ownership of capital stock or voting power, by contract or otherwise, except that this provision shall not apply as a result of customary rights granted in any indenture, credit agreement or other agreement for borrowed money unless and until there has been a default under the terms of that agreement and the trustee or lender exercises the rights granted therein.

As a condition of Executive's employment with the Company, Executive must sign the Company's Restrictive Covenant and Confidentiality Agreement, in the form attached to this Agreement as Exhibit C and the terms of which are incorporated by reference herein. To the extent the Restrictive Covenant and Confidentiality Agreement suggests that (a) Executive's duties are other than as described in this Agreement, (b) Executive is not entitled to severance, or (c) there is no other agreement besides the Restrictive Covenant and Confidentiality Agreement, the provisions of this Agreement will control.

Upon the termination of his employment by the Company for whatever reason and irrespective of whether or not such termination is voluntary on his part, the Executive agrees that all papers, notes, documents, files, records, computer data, programs, tools, models, keys, pass cards, identification cards, and other items, furnished by the Company or created by the Executive or others in the course of work done by or on the behalf of the Company, including all duplicates and copies of such materials, are the property of the Company. The Executive agrees to return all the Company property to the Company at the conclusion of employment or earlier at the Company's request. The Executive also agrees to return all property of the Company's clients and customers and all documents and records containing information obtained from clients and customers at the conclusion of employment or earlier at the Company's request.

of the greater net value, notwithstanding that all or some portion of such payment amount may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, all determinations required to be made under this paragraph 8(a), including the manner and amount of any reduction in the Participant's payments hereunder, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by the accounting firm serving as the Company's independent public accounting firm immediately prior to the event giving rise to such payment (the “Accounting Firm”); provided, however, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A of the Code) to the extent such reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A of the Code.. For purposes of making the calculations required by this paragraph 8(a), the Accounting Firm may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request to make a determination under this paragraph 8(a). The Accounting Firm shall provide its written report to the Committee and the Executive which shall include information regarding methodology. The Company shall bear all costs the Accounting Firm may reasonably incur in connection with any calculations contemplated by this paragraph 8(a). The Exexcutive and the Company shall cooperate in case of a potential Change in Control Event to consider alternatives to mitigate any Section 280G exposure, although the Company cannot guaranty any such alternatives will be available or approved by the Company and neither the Executive nor the Company shall be obligated to enter into them.

day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year.

To the Company:

To the Executive:

Either party wishing to change the address to which notices, requests, demands and other communications under this Agreement shall be sent shall give written notice of such change to the other party.

costs, in addition to any other relief that may be awarded. The exclusive venue for claims arising out of, or related to, the Restrictive Covenant and Confidentiality Agreement, shall be the state and Federal courts of King County, Washington.

these provisions and policies shall continue to apply to the Executive after any termination of employment with respect to his service prior to termination of employment, on the same basis as for other former officers and directors.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

T-Mobile USA, INC

By: /s/ René Obermann    

Chairman, Board of Directors

Executive

/s/ John Legere    

John Legere