Exhibit 10.1


 





 


	
   

  	
  Stebbins B.
  Chandor, Jr.

  	
  1901 N. Roselle Rd.,
  Suite 500

  
	
   

  	
  EVP & CFO

  	
  Schaumburg, IL 60195

  
	
   

  	
   

  	
  Tel: 847-885-7006

  
	
   

  	
   

  	
  Fax: 847-885-7125

  



 


December 28, 2007


 


James F. Ingold


1230 W. Kenilworth Avenue


Palatine, Illinois 60067


 


Dear Jim:


 


I am pleased to confirm
our offer of employment with iPCS Wireless, Inc. to serve as Vice President & Controller of iPCS, Inc. and
its subsidiaries.  Your office would be
located in our Schaumburg, Illinois office. 
In this position, you will report directly to me, the Executive Vice
President and CFO.  This offer is
contingent upon successful completion of a background and drug screen
test.  Should you accept this offer, the
following provisions will apply:


 


	
   

  	
  ·

  	
  Start Date:

  	
   

  	
  January 21, 2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·

  	
  Salary:

  	
   

  	
  $185,000/year, payable
  every two weeks with a sign-on bonus of $20,000.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·

  	
  Bonus:

  	
   

  	
  A target annual bonus
  of 35% of base pay based on the achievement of company objectives and
  individual performance. Actual payout may range from 0 to 120% of your target,
  based on individual performance. You will be eligible to participate in the
  iPCS, Inc. Annual Bonus Program beginning for the calendar year 2008
  (pro-rata to your start date).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·

  	
  Equity Award

  	
   

  	
  iPCS will grant a
  non-qualified stock option, subject to approval of the Compensation Committee
  of the Board of Directors, to purchase 10,000 shares of iPCS common stock
  with an exercise price equal to fair market value on your Start Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·

  	
  Merit Increase:

  	
   

  	
  You will be eligible to
  receive a merit increase effective January 1, 2009, based on
  performance.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·

  	
  Benefits:

  	
   

  	
  Eligibility for
  coverage in our benefit programs is the first day of the month following
  thirty days’ employment. Costs depend on the plans and levels of coverage(s) that
  you elect.  A benefits package is
  enclosed with the associated costs. 
  Should you have any questions, please contact me.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  You will become
  eligible to participate in the iPCS Wireless 401(k) Retirement Plan
  after three (3) months of service. 
  Your benefits package and enrollment materials will be provided to you
  within ten (10) days of your effective eligibility date.  These documents are time
  sensitive and will require your immediate attention.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  You will be eligible
  for no less than four weeks vacation for each calendar year, no more than two
  weeks of which can be taken together without the prior consent of the
  CFO.  Vacation is accrued each pay
  period.

  



 

















 


	
   

  	
  ·

  	
  Severance:

  	
   

  	
  Same terms and
  conditions as existing employees, however, if a change of control incurs
  before December 31, 2009, you will receive a benefit equal to 12 months’
  salary.

  



 


All other provisions and
policies adopted by iPCS will apply. 
iPCS reserves the right to change or modify any of its benefits or
policies as necessary.


 


This offer of employment
is being extended to you based on your representation that as of your effective
date of employment with iPCS, you are not subject to any agreement, including
without limitation, a non-compete agreement, restrictive covenant, or disclosure
agreement, with a former employer that would prohibit or preclude you from
performing your job duties or fulfilling your job responsibilities at iPCS.


 


The letter provides
general information regarding terms of and conditions employment.  Policies and benefits are subject to
change.  This letter is not intended to
create or constitute an employment agreement with any candidate for
employment.  Employment at iPCS is at
will, and may be terminated by either party for any reason.  At-will employment status may only be
modified by a written agreement between the parties.


 


Jim, I am pleased to
extend this offer of employment to you and am excited about the prospect of you
joining the iPCS team.  Please let me
know if you have any questions or concerns about the terms of our offer.


 


Please accept our offer
by signing where indicated on the Employee Acknowledge page and returning
this letter to me at 1901 N. Roselle Road, Suite 500, Schaumburg, Illinois
60195 or via fax at (847) 885-7125.


 


Sincerely,


 


 


	
  /s/ Stebbins B.
  Chandor, Jr

  	
   

  
	
  Stebbins B.
  Chandor, Jr.

  	
   

  
	
  EVP & CFO

  	
   

  



 


Note: Offers not returned within three
(3) business days will be considered declined offers.


 


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Employee Acknowledgement


 


I have reviewed and agree
to the terms and conditions of employment as outlined above.  I acknowledge that my employment with iPCS is
at-will and may be terminated by either party for any reason.  I further acknowledge that iPCS reserves the
right to amend, modify, or revise the aforementioned guidelines, polices and
procedures.


 


 


	
  /s/ James F. Ingold

  	
   

  	
  1/2/08

  
	
  James F. Ingold

  	
   

  	
  Date

  



 


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