**Exhibit 10.2**

 
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December 23, 2008

 

James Ingold

1230 W. Kenilworth Avenue

Palatine, IL 60067

 

Dear Jim:

 

On behalf ofiPCS Wireless, Inc. (the *“Company”*), Iam pleased to inform you that you are eligible to receive a retention bonus inaccordance with the terms and conditions of this letter agreement. Reference ismade to your offer letter dated December 28, 2007 (the “Offer Letter”).  This letter agreement is supplemental to theseverance benefits provided by the Offer Letter and the terms and provisions ofsuch Offer Letter shall remain in full force and effect.   Capitalized terms used in this letteragreement are defined below.

 

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

 

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

 

For purposesof 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

 

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

 

*“ExpirationDate”* shall mean, initially, December 31, 2010 and,thereafter, December 31 of each subsequent calendar year unless, at least90 days prior to the Expiration Date then in effect, the Company provides youwritten notice that the provisions of this letter will not continue after suchthen current Expiration Date.  Notwithstandingthe foregoing, the Company shall have the right to provide written notice toyou on or prior to October 3, 2009 that the provisions of this lettershall be null and void.

 

*“GoodReason”* shall be as defined in the Severance Plan.

 

*“GoodStanding”* shall be as defined in the Severance Plan.

 

“*InvoluntaryTermination”* shall be defined as any termination of your employmentwith the Company and all of its affiliates that occurs on or after the date ofa Change of Control, and which termination is for any reason other than (i) dueto your death or disability, (ii) by the Company for Cause or (iii) byyou without Good Reason.  A change inyour employer among the Company and its affiliates will not be treated as atermination of employment for purposes of this letter agreement.

 

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

 

*“SeverancePlan”* shall mean the iPCS, Inc. StandardSeverance Plan, as in effect from time to time.

 

*“VestingDate”*shall mean the earlier to occur of (i) thedate that is 120 days after the Change of Control and (ii) the date ofyour Involuntary Termination.

 

In addition tothe Retention Bonus, you shall continue to be entitled to receive any severancefor which you are eligible as of the Vesting Date under the Severance Planand/or any special severance plan, as may be, in the Company’s sole discretion,in effect from time to time.  Nothingcontained in this letter agreement shall (i) disqualify you from beingeligible to receive any severance for which you are otherwise eligible underthe Severance Plan and/or any special severance plan, (ii) confer upon youany right to continue in the employ of the Company, (iii) constitute anycontract or agreement of employment, or (iv) interfere in any way with theright of the Company to terminate your employment at any time, with or withoutCause. Any Retention Bonus paid pursuant to this letter agreement shall not beincluded 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 aretention bonus and, therefore, we expect you to keep this matterconfidential.  Any failure on your partto maintain such confidentiality as to the existence and subject matter of thisletter may result in disciplinary action being taken by the Company, includingthe withdrawal of the benefits of this letter.

 

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

 

 
|                                                    | **iPCS  WIRELESS INC.** |
|---------------------------------------------------------|-------------------------|
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|                                                    | By:                     | /s/ Timothy  M. Yager |
|                                                    | Name:                   | Timothy M.  Yager |
|                                                    | Its:                    | President  and CEO |
|                                                    |                    |
| Agreed and  accepted on this 30th day of December, 2008 |                    |
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| By:                                                     | /s/ James F.  Ingold    |   |
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