**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 confirmour offer of employment with iPCS Wireless, Inc. to serve as *Vice President & Controller* of iPCS, Inc. andits subsidiaries.  Your office would belocated in our Schaumburg, Illinois office. In this position, you will report directly to me, the Executive VicePresident and CFO.  This offer iscontingent upon successful completion of a background and drug screentest.  Should you accept this offer, thefollowing 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.                                                                                                                                           |

 

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|   | · | **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 andpolicies adopted by iPCS will apply. iPCS reserves the right to change or modify any of its benefits orpolicies as necessary.

 

This offer of employmentis being extended to you based on your representation that as of your effectivedate of employment with iPCS, you are not subject to any agreement, includingwithout limitation, a non-compete agreement, restrictive covenant, or disclosureagreement, with a former employer that would prohibit or preclude you fromperforming your job duties or fulfilling your job responsibilities at iPCS.

 

The letter providesgeneral information regarding terms of and conditions employment.  Policies and benefits are subject tochange.  This letter is not intended tocreate or constitute an employment agreement with any candidate foremployment.  Employment at iPCS is atwill, and may be terminated by either party for any reason.  At-will employment status may only bemodified by a written agreement between the parties.

 

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

 

Please accept our offerby signing where indicated on the Employee Acknowledge page and returningthis letter to me at 1901 N. Roselle Road, Suite 500, Schaumburg, Illinois60195 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 agreeto the terms and conditions of employment as outlined above.  I acknowledge that my employment with iPCS isat-will and may be terminated by either party for any reason.  I further acknowledge that iPCS reserves theright to amend, modify, or revise the aforementioned guidelines, polices andprocedures.

 

 
| /s/ James F. Ingold |   | 1/2/08 |
|---------------------|--------|--------|
| James F. Ingold     |   | Date   |

 

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