Exhibit 10.2
    


    	
          Alaska Communications 2015 Officer Severance Policy
        	
          P/P 250.0
        
	
          Prepared by: Legal
        	
          Effective Date:
        
	
          
            Supersedes: 2014, 2010, 2008 & 2009 Officer
            Severance Policies & 2006 Officer Severance Plan
          

        	
          
            September 4, 2015
          

        
	
          Approved by: Compensation & Personnel Committee of the
          Board of Directors
        


    

    
      1.  Purpose

The Alaska Communications
      Systems Holdings, Inc. 2015 Officer Severance Policy (“the Policy”) is
      established to provide severance income continuance to Eligible Officers
      under certain termination and change in control circumstances as further
      defined in this Policy. In consideration for such severance income and
      benefits, the Eligible Officer will release Alaska Communications
      Systems Holdings, Inc. and its affiliates (the “Company”) from any and
      all actions, suits, proceedings, claims, and demands related to the
      termination.
    

    
      2.  Administration

The Policy is
      administered by the Compensation and Personnel Committee (the
      “Committee”) designated by the Board of Directors of the Company (“the
      Board”).  The Committee, subject to action of the Board, has complete
      discretion and authority with respect to the Policy and its
      application.  The Committee reserves the right to interpret the Policy,
      prescribe, amend and rescind rules relating to it, determine the terms
      and provisions of the severance payments and make all other
      determinations it deems necessary or advisable for the administration of
      the Policy.  The determination of the Committee on all matters regarding
      the Policy will be conclusive.

3.  Eligibility

Eligible
      Officers are regular full-time and part-time individuals employed by the
      Company for a minimum of six continuous months in the positions listed
      in this Section 3 below (“Eligible Officer(s)”).  Eligible Officers will
      be eligible to participate in the Policy; provided, however, that an
      employee of the Company who is temporarily appointed to a particular
      eligible position in an acting manner, is not eligible to participate as
      a result of that temporary position. Additionally, any employee with an
      employment agreement that includes severance benefits will not be an
      Eligible Officer under this Policy.

       Vice President
       Senior
      Vice President
       Executive Vice President
       President

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      

      4.  Definitions  

a.     “Cause”
      means the occurrence, at the sole discretion of the Company, of any of
      the following:
    


    	
           
        	
          
            (i)
          

        	
          
            an act or acts of personal dishonesty or illegal or unethical acts
            knowingly performed by the Eligible Officer, including but not
            limited to omissions;
          

        
	

        	

        	
           
        
	

        	
          
            (ii)
          

        	
          
            a breach of a fiduciary duty owed to the Company, its Board, or
            stockholders (even if the Company is required to indemnify the
            Eligible Officer),
          

        
	

        	

        	
           
        
	

        	
          
            (iii)
          

        	
          
            a breach of an obligation or violation of a provision applicable
            under any corporate compliance or ethics policy;
          

        
	

        	

        	
           
        
	

        	
          
            (iv)
          

        	
          
            repeated failures or negligence by the Eligible Officer to perform
            faithfully and efficiently the duties, obligations and
            responsibilities of the position or engaging in conduct harmful to
            the Company or its employees, and which failures or conduct are
            not remedied after receipt of written notice from the Company
            within a period set forth in the notice, (where the Company has or
            may suffer immediate and grave harm from the Eligible Officer’s
            continued employment, no advance warning may be provided); or
          

        
	

        	

        	
           
        
	

        	
          
            (v)
          

        	
          
            a conviction or plea of guilty or “no contest” of the Eligible
            Officer for a felony or any misdemeanor involving theft,
            dishonesty, fraud or moral turpitude.
          

        


    

    
      

      b.    “Change of Control” means the occurrence of any of the following
      events:


    


    	
           
        	
          
            (i)
          

        	
          
            Any Company transaction or series of related transactions that
            result in the Company’s voting stockholders owning less than fifty
            percent of the voting power of the new company;
          

        
	

        	

        	
           
        
	

        	
          
            (ii)
          

        	
          
            During any period of two years or less, the election of an
            insurgent slate of directors comprising a new majority of the
            Board of Directors (an “insurgent slate” means director candidates
            not nominated by the incumbent board);
          

        
	

        	

        	
           
        
	

        	
          
            (iii)
          

        	
          
            Approval by the Company’s stockholders of a complete liquidation
            or dissolution of the Company; or
          

        
	

        	

        	
           
        
	

        	
          
            (iv)
          

        	
          
            The sale of all or substantially all of the Company’s assets.
          

        


    

    
      c.   “Death” means an Eligible Officer is dead or declared legally dead
      by a competent authority.
    

    
      d.   “Disability” or “Disabled” means a physical or mental impairment
      that renders an Eligible Officer incapable of working for at least six
      consecutive months during any one year period, not limited to a calendar
      year.  In the event of a dispute regarding the presence of a Disability,
      the Company will seek the opinion of an independent physician.
    

    
      e. “Eligible Officer” is defined in Section 3.
    

    
      f. “Executive Officer” means an Eligible Officer who has one of the
      titles listed in this Section 4.f. below, provided, however, that an
      employee of the Company who is temporarily appointed to the position of
      Executive Officer as an acting Executive Officer, is not considered an
      Executive Officer for purposes of the benefits provided under this
      Policy.
    

    
                Executive Vice President
          Senior
      Vice President
          President
    

    
      g.   “Good Reason” means the occurrence of any of the following events
      without the Eligible Officer’s written consent, provided, however within
      60 days following the occurrence of the event, the Eligible Officer must
      provide at least 30 days written notice of intent to resign specifying
      the specific Good Reason for resignation and during which time the
      Company has not provided a cure sufficient to remove the Good Reason:


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      


    

    
      (i)             a reduction in Target Annual Compensation of greater
      than 10% in any three year period, unless substantially all Eligible
      Officers’ compensation is similarly reduced;
    

    
      (ii)            a significant reduction in other benefits (unless
      reduction applies to substantially all other Eligible Officers or
      substantially all full-time employees of the Company);
    

    
      (iii)           a significant reduction in job title, responsibilities,
      number of employees under supervision, duties or a significant demotion,
      recognizing that the Company may, from time to time, have a business
      need to modify assigned responsibilities or reassign employees between
      Eligible Officers, which changes, in and of themselves, will not
      constitute Good Reason
    

    
      (iv)            required relocation of the principal work location that
      is more than 60 miles from the prior work location; or

(v)            the
      Company’s material breach of a material obligation owed under an
      employment agreement.
    

    
      h.   “Target Annual Compensation” means base salary, and target annual
      incentive compensation.
    

    
      5.  Severance Pay and Benefits
    

    
      a.  Any Eligible Officer whose employment with the Company is terminated
      under either of the circumstances described below in this Section 5.a.,
      and who signs a form of waiver attached as Exhibit A within 21 days of
      termination of employment, or 45 days as may be required under
      applicable law, and does not revoke the signed waiver within the
      revocation period as required under applicable law, will be eligible for
      Severance Pay and Severance Benefits as described in this Section 5.
    

    
      i.  An Eligible Officer is terminated by the Company or an affiliate
      without Cause, or
    

    
      ii.  An Eligible Officer resigns for Good Reason after giving at least
      30 days written notice of intent to resign specifying the specific Good
      Reason for the resignation and during which time the Company has not
      provided a cure sufficient to remove the Good Reason.
    

    
      b.  The amount of Severance Pay and Benefits to which an Eligible
      Officer may be entitled under this Policy will be determined in
      accordance with the Eligible Officer’s position.
    


    	
          
            Position
          

        	
          
            Severance Pay
          

        
	
          
            Executive Officer
          

        	
          
            ●
          

        	
          
            One times the annual base salary in effect on the termination
            date, unless resigning for Good Reason based on Section 4g(i)
            reduction in compensation, then annual base salary prior to
            reduction, to be paid in a lump sum within 60 days of termination;
            and
          

        
	

        	

        	
           
        
	

        	
          
            ●
          

        	
          
            Sixty percent of the annual base salary in effect on the
            termination date, unless resigning for Good Reason based on
            Section 4g(i) reduction in compensation, then annual base salary
            prior to reduction, prorated based on termination date, to be paid
            in a lump sum within 60 days of termination; and
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      


    


    	

        	
          
            ●
          

        	
          
            Annual cash incentive payment based on achievement of annual
            performance goals for the prior full performance year of Executive
            Officer’s employment, if unpaid as of the date of termination to
            be paid if and when other executives are paid; and
          

        
	

        	

        	
           
        
	

        	
          
            Severance Benefit
          

        
	

        	
          
            Subject to Section 5c below, for up to one year after termination,
            reimbursement of any monthly federal medical COBRA premiums
            actually paid by the Executive Officer for continuing medical
            insurance coverage for the Executive Officer and family, less the
            standard employee contribution amount.  Reimbursement will be
            provided no later than March 15 of the year after the year in
            which the expense was incurred.
          

        
	

        	

        	
           
        
	
          
            Other Eligible Officers
          

        	
          
            Severance Pay
          

        
	

        	
          
            One times the annual base salary in effect on the termination
            date, unless resigning for Good Reason based on Section 4g(i)
            reduction in compensation, then annual base salary prior to
            reduction.
          

        
	

        	

        	
           
        
	

        	
          
            Severance Benefit
          

        
	

        	
          
            Subject to Section 5c below, for up to six months after
            termination, reimbursement of any monthly federal medical COBRA
            premiums actually paid by the employee for continuing medical
            insurance coverage for the employee and family, less the standard
            employee contribution amount.  Reimbursement will be provided no
            later than March 15 of the year after the year in which the
            expense was incurred.
          

        


    

    
      c.  Replacement Medical Benefits.  To the extent an
      Eligible Officer is eligible for medical benefits coverage under a
      subsequent employer’s medical plan and before the applicable time period
      has elapsed, such Eligible Officer will no longer be eligible for a
      Severance Benefit.  An Eligible Officer must notify the Company of the
      start date of the replacement coverage.  Any payments for COBRA coverage
      or other benefits to which an Eligible Officer was not entitled must be
      reimbursed to the Company.  Adequate documentation of payment of COBRA
      premiums is required in order to qualify for reimbursement.
    

    
      d.  Unvested Equity Compensation.  Unless otherwise provided herein,
      Eligible Officers will not be eligible for any unvested equity
      compensation including, but not limited to, stock options, restricted
      stock, and performance stock.
    

    
      e.  Other Incentive Compensation.  Unless otherwise provided herein,
      non-executive Eligible Officers will not be entitled to or deemed to
      have earned any cash or other bonus or incentive compensation payments
      for the final year or partial year of employment.

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      


    

    
      6.  Clawback Requirement.  Notwithstanding any
      other provisions of this Policy to the contrary, any compensation paid
      to an Eligible Officer pursuant to this Policy or any other agreement or
      arrangement with the Company which is subject to recovery under any law,
      government regulation or stock exchange listing requirement, will be
      subject to such deductions and clawback as may be required to be made
      pursuant to such law, government regulation or stock exchange listing
      requirement
    

    
      7.  Change of Control Severance Pay and Benefits
    

    
      Any Eligible Officer whose employment with the Company is terminated
      without Cause or who resigns for Good Reason within two and one half
      months before or one year after a Change of Control will be eligible for
      two times base salary and the Severance Benefit described in Part 5
      above. In addition, all long term incentive compensation, whether equity
      or cash, will vest and be released or paid, as appropriate. Any eligible
      severance pay and benefits based on a termination prior to Change in
      Control is contingent upon and payable subsequent to Eligible Officers
      termination of employment without Cause or resignation for Good Reason
      and the consummation of the Change in Control.
    

    
      Change of control, in and of itself, will not be deemed Good Reason for
      a resignation.
    

    
      8.  Disability or Death
    

    
      In the event of the Death or Disability of an Eligible Officer while
      employed by the Company, no severance pay or benefits under this Policy
      will be payable, however, an Eligible Officer or his or her estate will
      be eligible for a prorated annual cash incentive payment based on the
      time of active work in the last performance year.  Eligibility for this
      partial cash incentive award is in accordance with the Company’s
      incentive compensation policy, including adjustments for Company and
      individual performance, and giving credit for active work time in the
      last performance year.
    

    
      Unless otherwise provided for in a particular incentive award agreement,
      no other incentive compensation, unvested equity compensation or bonus
      will be deemed to have been earned or be paid for the final year or
      partial year of employment following a death or Disability.
    

    
      9.  Non-Compete, Non-Disparagement and Non-Solicitation
    

    
      Attached as Exhibit A to this Policy, and incorporated herein by
      reference, is a Form of Officer’s Release (“Release”) that provides,
      among other things, restrictions for competition, disparagement and
      solicitation of other Company employees.  An Eligible Officer must
      acknowledge, agree to, and sign the Release prior to receiving any
      severance pay or benefits under this Policy.  If, during the term that
      an Eligible Officer is receiving any severance pay or benefits described
      in this Policy, the Eligible Officer violates the terms of this
      Agreement, the Release, or any other noncompetition or nondisclosure
      agreement with the Company, the Company’s obligations to the Eligible
      Officer under this Policy will automatically terminate.
    

    
      10.  Tax Withholding; Section 280G
    

    
      The Company may withhold from any cash amounts payable to an Eligible
      Officer under this Policy to satisfy all applicable federal, state,
      local or other income (including excise) and employment withholding
      taxes.  In the event the Company fails to withhold such sums for any
      reason, or withholding is required for any noncash payments provided in
      connection with the Eligible Officer’s termination of employment, the
      Company may require the Eligible Officer to promptly remit to the
      Company sufficient cash to satisfy all applicable income and employment
      withholding taxes.  The Company will not make any “gross-up” payment to
      cover any personal tax liability of an Eligible Officer.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Certain employees under Section 409A of the Internal Revenue Code may be
      required to delay payments that would otherwise be payable during the
      six month period immediately following separation from service.
    

    
      In the event that the severance pay or benefits provided under this
      Policy are subject to an excise tax under Section 280G of the Internal
      Revenue Code, then pay and benefits under this Policy will be either (i)
      delivered in full or (ii) reduced so that any payment is limited to 2.99
      times “base amount,” within the meaning of Section 280G(b)(3) of the
      Internal Revenue Code, whichever of the foregoing amounts results in the
      Eligible Officer’s receipt of the greatest amount of benefits after
      tax.  Eligible Officers must cooperate in good faith with the Company in
      any valuation of benefits that may be required under Section 280G of the
      Internal Revenue Code.  
    

    
      Any determinations required to be made related to Section 280G will be
      made in writing by an accounting or consulting firm selected by the
      Company, and will be conclusive and binding upon the Eligible Officer
      and the Company.  The Company will bear all costs reasonably incurred in
      connection with any such calculations.  In the event it is later
      determined that a greater reduction in payments should have been made to
      implement the objective and intent of this Section 9, the excess amount
      shall be returned immediately by the Eligible Officer to the Company,
      plus interest at a rate equal to 120% of the semi-annual applicable
      federal rate as in effect at the time of the Change in Control.
    

    
      10.  Dispute Resolution and Governing Law
    

    
      The Committee will interpret the Policy with respect to any dispute that
      arises between an Eligible Officer and the Company.  The decision of the
      Committee on all disputes regarding the Policy are conclusive.
    

    
      This Policy will be governed by and construed in accordance with the
      laws of the state of Alaska, including all matters of construction,
      validity and performance, without regard to the principles of conflicts
      of law thereof, to the extent not superseded by applicable federal
      law.  Each party will be responsible its own for legal fees and costs
      incurred in any dispute related to this Policy or the Release.  
    

    
      11.   Section 409A
    

    
      The intent of the Company is that the payments and benefits under this
      Policy comply with or be exempt from Section 409A of the Internal
      Revenue Code of 1986, as amended, and the regulations and guidance
      promulgated thereunder (collectively, “Section 409A”) and, accordingly,
      to the maximum extent permitted, this Policy shall be interpreted to be
      in compliance therewith.

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      


    

    
      Notwithstanding anything in this Policy to the contrary, any
      compensation or benefits payable under this Policy that is considered
      nonqualified deferred compensation under Section 409A and is designated
      under this Policy as payable upon termination of employment shall be
      payable only upon a “separation from service” with the Company within
      the meaning of Section 409A (a “Separation from Service”).
    

    
      Notwithstanding anything in this Policy to the contrary, if an Eligible
      Officer is deemed by the Company at the time of Separation from Service
      to be a “specified employee” for purposes of Section 409A, to the extent
      delayed commencement of any portion of the benefits to which he or she
      is entitled under this Agreement is required in order to avoid a
      prohibited distribution under Section 409A, such portion of the benefits
      shall not be provided to the Eligible Officer prior to the earlier of
      (i) the expiration of the six-month period measured from the date of
      Separation from Service with the Company or (ii) the date of the
      Eligible Officer’s death.  Upon the first business day following the
      expiration of the applicable Section 409A period, all payments deferred
      pursuant to the preceding sentence shall be paid in a lump sum, and any
      remaining payments due under this Policy shall be paid as otherwise
      provided herein.
    

    
      Miscellaneous
    

    
      a.   This Policy will not be deemed to create a contract of employment
      between the Company and the Eligible Officer and will create no right in
      the Eligible Officer to continue in the Company’s employment for any
      specific period of time, or to create any other rights on the part of
      the Eligible Officer or obligations on the part of the Company, except
      as set forth herein.  This Policy does not restrict the right of the
      Company to terminate the Eligible Officer, or restrict the right of the
      Eligible Officer to terminate employment.
    

    
      b.   Nonalienation of Benefits.  Except in so far as this provision may
      be contrary to applicable law, no sale, transfer, alienation,
      assignment, pledge, collateralization or attachment of any benefits
      under this Policy will be valid or recognized by the Company.
    

    
      c.   Eligible Officers will retain applicable rights to indemnification
      under the Company’s certificate of incorporation, or otherwise provided
      at law or pursuant to By-laws.  Eligible Officers will continue to be
      covered by applicable Company insurance, including directors’ and
      officers’ liability or employment practices insurance coverage for work
      performed while employed by the Company.
    

    
      d.   This Policy is an unfunded compensation arrangement for a member of
      a select group of the Company’s management and any exemptions under
      ERISA, as applicable to such an arrangement, will be applicable to this
      Policy.
    

    
      e.  All notices, requests, demands, and other communication with are
      required or may be given under this Policy will be in writing and will
      be deemed to have been duly given when delivered by hand or overnight
      courier service or three days after it has been mailed by United States
      registered mail, return receipt requested, postage prepaid, addressed to
      these respective addresses (or to such other addresses as the parties
      may notify each other of in the meantime using the same methods
      herein).  Notice of change of address, however, is only effective only
      upon actual receipt.
    

    
      If to the Company addressed to:
    

    
                    Alaska Communications Systems Holdings, Inc.
              600
      Telephone Avenue MS65
              Anchorage, Alaska  99503
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      If to the Eligible Officer, addressed to the most recent address in the
      Company’s personnel records.
    

    
      This Policy supersedes all prior understandings (including oral
      agreements) between Eligible Officers and the Company concerning
      severance matters.  Nevertheless; this Policy may be amended, modified,
      changed, or terminated by the Company without prior notification or
      negotiation, and a