Exhibit 10.2


 


	
  

  	
   

  	
  

  



 


December 23, 2008


 


James Ingold


1230 W. Kenilworth Avenue


Palatine, IL 60067


 


Dear Jim:


 


On behalf of
iPCS Wireless, Inc. (the “Company”), I
am pleased to inform you that you are eligible to receive a retention bonus in
accordance with the terms and conditions of this letter agreement. Reference is
made to your offer letter dated December 28, 2007 (the “Offer Letter”).  This letter agreement is supplemental to the
severance benefits provided by the Offer Letter and the terms and provisions of
such Offer Letter shall remain in full force and effect.   Capitalized terms used in this letter
agreement are defined below.


 


Except as
specifically provided herein, in the event, and only in the event, that (i) a
Change of Control of iPCS, Inc. occurs on or after January 1, 2010
and on or prior to the Expiration Date and (ii) the Vesting Date has
occurred, the Company shall pay you a retention bonus (the “Retention
Bonus”) in an amount equal to six (6) months compensation, less
any applicable withholding taxes, payable in a single lump sum either (i) 50
days following the Vesting Date if your payment is on account of your
Involuntary Termination or (ii) five days following the Vesting Date if
your  payment is on account of any reason
other than your Involuntary Termination. Notwithstanding the foregoing, the
Company shall have no obligation to pay the Retention Bonus to you in the event
that (a) you have not been continuously employed on a full-time basis from
the date hereof until the Vesting Date, (b) you are not in Good Standing
on the Vesting Date, or (c) in the event of your Involuntary Termination
on or prior to the Vesting Date, you fail to execute and deliver to the Company
a valid Release and the period during which the Release can be revoked has
expired on or prior to the 45th day following such Involuntary
Termination.  The Company shall have no
obligations under this letter agreement unless and until a Change of Control
occurs on or prior to the Expiration Date  
If a Change of Control has not occurred on or prior to the Expiration
Date, this letter shall terminate and have no further force and effect.


 


For purposes
of determining the Retention Bonus to be paid hereunder, your monthly
compensation shall consist of your monthly base salary as of the Vesting Date
plus an amount equal to your average monthly commission and/or at-risk
earnings, if any, over the six-month period immediately prior to your Vesting
Date, but not including any bonus earnings.


 


For purposes
of this letter agreement, the following terms are defined as follows:


 


“Cause”
shall be as defined in the Severance Plan.


 


1901 N. Roselle Road, Suite 500  ·  Schaumburg, IL 60195  ·  Ph: 
847-885-2833  ·  www.ipcswirelessinc.com


 

















 


“Change of
Control” shall be as defined in the iPCS, Inc.
Amended and Restated 2004 Long-Term Stock Incentive Plan, as in effect as of
the date hereof.


 


“Expiration
Date” shall mean, initially, December 31, 2010 and,
thereafter, December 31 of each subsequent calendar year unless, at least
90 days prior to the Expiration Date then in effect, the Company provides you
written notice that the provisions of this letter will not continue after such
then current Expiration Date.  Notwithstanding
the foregoing, the Company shall have the right to provide written notice to
you on or prior to October 3, 2009 that the provisions of this letter
shall be null and void.


 


“Good
Reason” shall be as defined in the Severance Plan.


 


“Good
Standing” shall be as defined in the Severance Plan.


 


“Involuntary
Termination” shall be defined as any termination of your employment
with the Company and all of its affiliates that occurs on or after the date of
a Change of Control, and which termination is for any reason other than (i) due
to your death or disability, (ii) by the Company for Cause or (iii) by
you without Good Reason.  A change in
your employer among the Company and its affiliates will not be treated as a
termination of employment for purposes of this letter agreement.


 


“Release”
shall mean a written release signed by you, in form and substance satisfactory
to the Company, of all claims against the Company, its affiliates and agents.


 


“Severance
Plan” shall mean the iPCS, Inc. Standard
Severance Plan, as in effect from time to time.


 


“Vesting
Date” shall mean the earlier to occur of (i) the
date that is 120 days after the Change of Control and (ii) the date of
your Involuntary Termination.


 


In addition to
the Retention Bonus, you shall continue to be entitled to receive any severance
for which you are eligible as of the Vesting Date under the Severance Plan
and/or any special severance plan, as may be, in the Company’s sole discretion,
in effect from time to time.  Nothing
contained in this letter agreement shall (i) disqualify you from being
eligible to receive any severance for which you are otherwise eligible under
the Severance Plan and/or any special severance plan, (ii) confer upon you
any right to continue in the employ of the Company, (iii) constitute any
contract or agreement of employment, or (iv) interfere in any way with the
right of the Company to terminate your employment at any time, with or without
Cause. Any Retention Bonus paid pursuant to this letter agreement shall not be
included for purposes of determining benefits under any other benefit plan,
program, or arrangement of the Company. Upon payment of the Retention Bonus,
this letter agreement shall terminate and have no further force and effect.


 


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Finally,
please note that only a select group of associates are eligible to receive a
retention bonus and, therefore, we expect you to keep this matter
confidential.  Any failure on your part
to maintain such confidentiality as to the existence and subject matter of this
letter may result in disciplinary action being taken by the Company, including
the withdrawal of the benefits of this letter.


 


If you are in
agreement with the terms and conditions of this letter agreement, please sign
below and return the executed letter to my attention on or before December 31,
2008.


 


 


	
   

  	
  iPCS
  WIRELESS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Timothy
  M. Yager

  
	
   

  	
  Name:

  	
  Timothy M.
  Yager

  
	
   

  	
  Its:

  	
  President
  and CEO

  
	
   

  	
   

  
	
  Agreed and
  accepted on this 30th day of December, 2008

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James F.
  Ingold

  	
   

  
				



 


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