<PAGE>

                                                                    Exhibit 10.7


                                               Conformed Through First Amendment
                                               ---------------------------------



                                  iPCS, INC.

                             AMENDED AND RESTATED

                         2000 LONG TERM INCENTIVE PLAN
                         -----------------------------

               (As Amended Through the First Amendment Thereof)
               ------------------------------------------------



                             Mayer, Brown & Platt
                              Chicago, Illinois
<PAGE>

                                  iPCS, INC.
                             AMENDED AND RESTATED
                         2000 LONG TERM INCENTIVE PLAN
                         -----------------------------


     1.  History, Purpose and Effective Date.  iPCS, Inc. 2000 Long Term
Incentive Plan (the "Plan") was adopted by the Board of Directors of iPCS, Inc.
("iPCS") on May 5, 2000 and was established to increase stockholder value and to
advance the interests of iPCS and its subsidiaries (collectively, the "Company")
by awarding equity and performance based incentives designed to attract, retain
and motivate employees, directors who are not employees of the Company and
consultants who perform services for the Company.  As used in the Plan, the term
"subsidiary" means any business, whether or not incorporated, in which iPCS has
an ownership interest. The following constitutes an amendment, restatement and
continuation of the Plan in the form of "iPCS, Inc.  Amended and Restated 2000
Long Term Incentive Plan", which amendment and restatement shall become
effective as of the date (the "Effective Date") it is adopted by the Board of
Directors of iPCS (the "Board"). The Plan shall be unlimited in duration and, in
the event of Plan termination, shall remain in effect as long as any Awards (as
defined in Section 3) under it are outstanding; provided, however, that no
Incentive Stock Options (as defined in subsection 5.1) may be granted under the
Plan on a date that is more than ten years from the date the Plan is adopted.

     2.  Administration.

     2.1. Administration by Board or Committee.  The Plan shall be administered
by the Compensation Committee of the Board (the "Committee"), which Committee
shall consist of two or more persons who constitute "non-employee directors"
within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and "outside directors" within the
meaning of Treas. Reg. (S) 1.162-27(e)(3).  Notwithstanding the foregoing, the
Plan shall be administered by the Board with respect to Awards to directors who
are not employees of the Company and, with respect to such Awards, the term
"Committee" as used herein shall be deemed to refer to the Board.

     2.2. Authority.  Subject to the provisions of the Plan, the Committee shall
have the authority to (a) manage and control the operation of the Plan, (b)
conclusively interpret and construe the provisions of the Plan, and prescribe,
amend and rescind rules, regulations and procedures relating to the Plan, (c)
make Awards under the Plan, in such forms and amounts and subject to such
restrictions, limitations and conditions as it deems appropriate, including,
without limitation, Awards which are made in combination with or in tandem with
other Awards (whether or not contemporaneously granted) or compensation or in
lieu of current or deferred compensation, (d) modify the terms of, cancel and
reissue, or repurchase outstanding Awards (including, but not limited to,
repurchasing or settling any Option (as defined in subsection 5.1) in cash upon
a Change in Control (as defined in subsection 11.2)), (e) prescribe the form of
agreement, certificate or other instrument evidencing any Award under the Plan,
(f) correct any
<PAGE>

defect or omission and reconcile any inconsistency in the Plan or in any Award
hereunder, (g) extend the exercise or vesting date of any Award under the Plan,
(h) accelerate the vesting or exercise date of any Award under the Plan, and (i)
make all other determinations and take all other actions as it deems necessary
or desirable for the implementation and administration of the Plan; provided,
however, that only after approval of the Board may the Committee cancel or
modify any Option granted for the purpose of reissuing an additional option to
the option holder at a lower exercise price. The determination of the Committee
on matters within its authority shall be conclusive and binding on the Company
and all other persons. The Committee's determinations under the Plan need not be
uniform and may be made selectively among persons who receive, or are eligible
to receive, Awards, whether or not such persons are similarly situated.

     2.3.  Delegation to Officers.  Notwithstanding the foregoing provisions of
this Section 2, the Committee, subject to the terms and conditions of the Plan,
may delegate to any officer of iPCS, if such individual is then serving as a
member of the Board, the authority to act as a subcommittee of the Committee for
purposes of making Awards under the Plan with respect to such number of shares
as the Committee shall designate annually, to such employees of the Company who
are not subject to section 16(a) of the Exchange Act as such officer shall
determine in his or her sole discretion, and such officer shall have the
authority and duties of the Committee with respect to such grants.

     3.  Participation.  Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
employees, directors and consultants who provide services to the Company those
persons who will be granted one or more Awards under the Plan, and thereby
become "Participants" in the Plan.  For purposes of the preceding sentence, in
the case of any director who is appointed by a stockholder of iPCS pursuant to
the right reserved to such stockholder (the "Director Stockholder") in
accordance with the terms of its investment, the "director" for purposes of the
grant of Awards under the Plan shall be, at the election of the Director
Stockholder, the Director Stockholder and, to the extent the Award is made to
the Director Stockholder in accordance with the Director Stockholder's election,
the individual appointed as a director by the Director Stockholder shall have no
rights hereunder as a director or Participant with respect to such Award.  In
the discretion of the Committee, and subject to the terms of the Plan, a
Participant may be granted any Award permitted under the provisions of the Plan,
and more than one Award may be granted to a Participant; provided, however, that
Incentive Stock Options under the Plan may only be awarded to employees of iPCS
and its subsidiary corporations (as defined in section 424(f) of the Internal
Revenue Code of 1986, as amended (the "Code")).  Except as otherwise agreed by
the Committee and the Participant, or except as otherwise provided in the Plan,
an Award under the Plan shall not affect any previous Award under the Plan or an
award under any other plan maintained by the Company.  For purposes of the Plan,
the term "Award" shall mean any award or benefit granted to any Participant
under the Plan.  In the event any Award is made to a Director Stockholder the
date on which the Director Stockholder ceases to be a Director Stockholder shall
be treated as the date on which the Director Stockholder terminates its service.
<PAGE>

     4.  Shares Subject to the Plan.

     4.1.  Number of Shares Reserved.  The shares of common stock of iPCS
("Stock") with respect to which Awards may be made under the Plan shall be
shares currently authorized but unissued or currently held or subsequently
acquired by iPCS as treasury shares, including shares purchased in the open
market or in private transactions.  The aggregate maximum number of shares of
Stock which may be issued with respect to Awards under the Plan shall be
6,500,000 (subject to adjustments described in subsection 4.4) as increased on
December 31 of each year from and including December 31, 2000 by a number of
shares equal to one percent (1%) of the number of shares of Stock outstanding on
such date; provided, however, that any such increase shall be made only to the
extent that iPCS has sufficient authorized and unreserved Stock for such
purpose; and further provided that the maximum aggregate number of shares to be
issued under the Plan shall not exceed 8,000,000 (subject to adjustments
described in subsection 4.4). Subject to the maximum aggregate number of shares
that may be issued under the Plan, the increase provided by the preceding
sentence shall be made each December 31, regardless of the number of shares
remaining available for issuance under the Plan on such date.

     4.2.  Individual Limits on Awards.  Notwithstanding any other provision of
the Plan to the contrary, the maximum aggregate number of shares of Stock that
may be granted or awarded to any Participant under the Plan for any calendar
year shall be 650,000 (as adjusted in accordance with subsection 4.4) and there
shall be no limit on cash payouts with respect to grants or awards under the
Plan in any calendar year to any Covered Employee (within the meaning of section
162(m) of the Code). The determination made under the foregoing provisions of
this subsection 4.2 shall be based on the shares subject to the Awards at the
time of grant, regardless of when the Awards become exercisable.

     4.3.  Reusage of Shares.

     (a)  In the event of the termination (by reason of forfeiture, expiration,
          cancellation, surrender or otherwise) of any Award under the Plan,
          that number of shares of Stock that was subject to the Award but not
          delivered shall again be available for Awards under the Plan.

     (b)  In the event that shares of Stock are delivered under the Plan as a
          Stock Award (as defined in Section 7) and are thereafter forfeited or
          reacquired by iPCS pursuant to rights reserved upon the award thereof,
          such forfeited or reacquired shares shall again be available for
          Awards under the Plan.

     (c)  Notwithstanding the provisions of paragraphs (a) or (b), the following
          shares shall not be available for reissuance under the Plan: (i)
          shares with respect to which the Participant has received the benefits
          of ownership (other than voting rights), either in the form of
          dividends or otherwise; (ii) shares which are withheld from any Award
          or payment under the Plan to satisfy tax withholding obligations (as
<PAGE>

          described in subsection 10.5); and (iii) shares which are surrendered
          to fulfill tax obligations (as described in subsection 10.5).

     4.4.  Adjustments to Shares Reserved.  In the event of any merger,
consolidation, reorganization, recapitalization, spinoff, stock dividend, stock
split, reverse stock split, exchange or other distribution with respect to
shares of Stock or other change in the corporate structure or capitalization
affecting the Stock, the type and number of shares of Stock which are or may be
subject to Awards under the Plan (including the individual limits described in
subsection 4.2) and the terms of any outstanding Awards (including the price at
which shares of Stock may be issued pursuant to an outstanding award) shall be
equitably adjusted by the Committee, in its sole discretion, to preserve the
value of benefits awarded or to be awarded to Participants under the Plan.

     5.  Options.

     5.1.  Definitions.  The grant of an "Option" under this Section 5 entitles
the Participant to purchase shares of Stock at the Option Price (as defined in
subsection 5.3), subject to the terms of this Section 5.  Options granted under
this Section 5 may be either Incentive Stock Options or Non-Qualified Stock
Options, as determined in the discretion of the Committee.  An "Incentive Stock
Option" is an Option that is intended to satisfy the requirements applicable to
an "incentive stock option" described in section 422(b) of the Code. A "Non-
Qualified Stock Option" is an Option that is not intended to be an "incentive
stock option" as that term is described in section 422(b) of the Code.

     5.2.  Restrictions Relating to Incentive Stock Options.  To the extent that
the aggregate fair market value of Stock with respect to which Incentive Stock
Options are exercisable for the first time by any individual during any calendar
year (under all plans of iPCS and its subsidiaries (as defined in section 424(f)
of the Code)) exceeds $100,000, such options shall be treated as Non-Qualified
Stock Options, to the extent required by section 422 of the Code.

     5.3.  Option Price.  The price at which shares of Stock may be purchased
upon the exercise of an Option (the "Option Price") shall be established by the
Committee or shall be determined by a method established by the Committee at the
time the Option is granted; provided, however, that in no event shall such price
be less than the greater of: (i) 100% of the Fair Market Value (as defined in
subsection 10.11) of a share of Stock as of the date on which the Option is
granted; or (ii) the par value of a share of Stock on such date.

     5.4.  Vesting.  Unless otherwise designated by the Committee, an Option
shall become exercisable with respect to 6.25% of the shares of Stock subject
thereto at the conclusion of each 90 day period following the grant of such
Option.  Notwithstanding the foregoing, as provided in Section 11, unless
otherwise designated by the Committee all unvested, unexpired Options shall
fully vest immediately upon a Change in Control.
<PAGE>

     5.5.  Termination of Service.  Unless otherwise designated by the
Committee, in the event of termination of the Participant's employment or other
service with the Company unexercised, unexpired Options shall be affected as
follows:

     (a)  If a Participant's employment or other service terminates for any
          reason other than for cause, retirement, death, or disability (as each
          such term is defined in a written agreement between such Participant
          and iPCS, or if no such agreement exists, then as such terms are
          defined by the Committee from time to time), then all unexercised,
          unexpired Options, to the extent exercisable immediately before such
          termination, may be exercised in whole or in part, not later than the
          90th day after such termination (but no later than the stated
          Expiration Date).

     (b)  If a Participant's employment or other service terminates due to
          retirement (any termination of employment after age 65 other than for
          cause) from the Company, then all unexercised, unexpired Options,
          whether or not exercisable on the date of such termination, would be
          exercisable in whole or in part within one year after such termination
          date (but no later than the stated Expiration Date).

     (c)  If a Participant's employment or other service terminates due to death
          or disability, then all unexercised, unexpired Options, whether or not
          exercisable on the date of such termination, may be exercised, in
          whole or in part, within six months after such termination (but no
          later than the stated Expiration Date). If such termination is due to
          death, the Option would be exercisable during the applicable period by
          the Participant's (i) personal representative or by the person to whom
          the Option is transferred by will or the applicable laws of descent
          and distribution, or (ii) a beneficiary designated in accordance with
          the Committee's rules.

     (d)  If a Participant's employment or other service is terminated by the
          Company for cause (as determined by the Committee), all Options
          (whether or not then exercisable) which the Participant holds will
          automatically terminate effective immediately upon such termination.

     (e)  Notwithstanding the foregoing, the Committee, in its sole discretion,
          may extend any of the time limits set forth in this Section 5.5 so as
          to permit any unexercised portion thereof to be exercised at any time
          within the time period established by the Committee. In no event shall
          the term of any Option be extended beyond the 10th anniversary of date
          an Option is granted.

     5.6.  Exercise.  Except as otherwise expressly provided in the Plan, an
Option may be exercised, in whole or in part, in accordance with terms and
conditions established by the Committee at the time of grant (or, if allowed by
the Plan, terms and conditions established by the Committee at any time prior to
date on which the Option is exercised); provided, however,
<PAGE>

that no Option shall be exercisable after the Expiration Date (as defined in
Section 9) applicable to that Option. The full Option Price of each share of
Stock purchased upon the exercise of any Option shall be paid at the time of
such exercise (except that, in the case of a cashless exercise arrangement
approved by the Committee, payment may be made as soon as practicable after the
exercise) and, as soon as practicable thereafter, a certificate representing the
shares so purchased shall be delivered to the person entitled thereto. The
Option Price shall be payable in cash, in shares of Stock (valued at Fair Market
Value as of the day of exercise), in any combination of cash and Stock, pursuant
to a cashless exercise arrangement approved in advance by the Committee or
pursuant to any other method of payment approved in advance by the Committee.
The exercise of an Option will result in the surrender of the corresponding
rights under a tandem Stock Appreciation Right, if any.

     6.  Stock Appreciation Rights.

     6.1.  Definition.  Subject to the terms of this Section 6, a "Stock
Appreciation Right" granted under the Plan entitles the Participant to receive,
in cash or Stock, value equal to all or a portion of the excess of: (a) the Fair
Market Value of a specified number of shares of Stock at the time of exercise;
over (b) a specified price which shall not be less than 100% of the Fair Market
Value of the Stock at the time the Stock Appreciation Right is granted, or, if
granted in tandem with an Option, the exercise price with respect to shares
under the tandem Option.

     6.2.  Exercise.  If a Stock Appreciation Right is not in tandem with an
Option, then the Stock Appreciation Right shall be exercisable in accordance
with the terms established by the Committee in connection with such rights after
the Expiration Date applicable to that Stock Appreciation Right.  If a Stock
Appreciation Right is in tandem with an Option, then the Stock Appreciation
Right shall be exercisable at the time the tandem Option is exercisable.  The
exercise of a Stock Appreciation Right will result in the surrender of the
corresponding rights under the tandem Option.

     6.3.  Settlement of Award.  Upon the exercise of a Stock Appreciation
Right, the value to be distributed to the Participant, in accordance with
subsection 6.1, shall be distributed in shares of Stock (valued at their Fair
Market Value at the time of exercise), in cash, or in a combination thereof, in
the discretion of the Committee.

     6.4.  Post-Exercise Limitations.  The Committee, in its discretion, may
impose such restrictions on shares of Stock acquired pursuant to the exercise of
a Stock Appreciation Right as it determines to be desirable, including, without
limitation, restrictions relating to disposition of the shares and forfeiture
restrictions based on service, performance, ownership of Stock by the
Participant, and such other factors as the Committee determines to be
appropriate.

     7.  Stock Awards.
<PAGE>

     7.1.  Definition.  Subject to the terms of this Section 7, a "Stock Award"
under the Plan is a grant of shares of Stock to a Participant, the earning,
vesting or distribution of which is subject to one or more conditions
established by the Committee. Such conditions may relate to events (such as
performance or continued service) occurring before or after the date the Stock
Award is granted, or the date the Stock is earned by, vested in or delivered to
the Participant. If the vesting of Stock Awards is subject to conditions
occurring after the date of grant, the period beginning on the date of grant of
a Stock Award and ending on the vesting or forfeiture of such Stock (as
applicable) is referred to as the "Restricted Period". Stock Awards may provide
for delivery of the shares of Stock at the time of grant, or may provide for a
deferred delivery date.

     7.2.  Terms and Conditions of Awards.  Beginning on the date of grant (or,
if later, the date of distribution) of shares of Stock comprising a Stock Award,
and including any applicable Restricted Period, the Participant, as owner of
such shares, shall have the right to vote such shares; provided, however, that
payment of dividends with respect to Stock Awards shall be subject to the
following:

     (a)  On and after the date that a Participant has a fully earned and vested
          right to the shares comprising a Stock Award, and the shares have been
          distributed to the Participant, the Participant shall have all
          dividend rights (and other rights) of a stockholder with respect to
          such shares.

     (b)  Prior to the date that a Participant has a fully earned and vested
          right to the shares comprising a Stock Award, the Committee, in its
          sole discretion, may award Dividend Rights (as defined below) with
          respect to such shares.

     (c)  On and after the date that a Participant has a fully earned and vested
          right to the shares comprising a Stock Award, but before the shares
          have been distributed to the Participant, the Participant shall be
          entitled to Dividend Rights with respect to such shares, at the time
          and in the form determined by the Committee.

A "Dividend Right" with respect to shares comprising a Stock Award shall entitle
the Participant, as of each dividend payment date, to an amount equal to the
dividends payable with respect to a share of Stock multiplied by the number of
such shares.  Dividend Rights shall be settled in cash or in shares of Stock, as
determined by the Committee, shall be payable at the time and in the form
determined by the Committee, and shall be subject to such other terms and
conditions as the Committee may determine.

     8.  Performance Units.

     8.1.  Definition.  Subject to the terms of this Section 8, the Award of
"Performance Units" under the Plan entitles the Participant to receive value for
the units at the end of a Performance Period to the extent provided under the
Award.  The number of units earned, and the value received for them, will be
contingent on the degree to which the performance measures
<PAGE>

established at the time of grant of the Award are met. For purposes of the Plan,
the "Performance Period" with respect to the award of any Performance Units
shall be the period over which the applicable performance is to be measured.

     8.2.  Terms and Conditions of Awards.  For each Participant, the Committee
will determine the value of Performance Units, which may be stated either in
cash or in units representing shares of Stock; the performance measures used for
determining whether the Performance Units are earned; the Performance Period
during which the performance measures will apply; the relationship between the
level of achievement of the performance measures and the degree to which
Performance Units are earned; whether, during or after the Performance Period,
any revision to the performance measures or Performance Period should be made to
reflect significant events or changes that occur during the Performance Period;
and the number of earned Performance Units that will be paid in cash and the
number of earned Performance Units to be paid in shares of Stock.

     8.3.  Settlement.  Settlement of Performance Units shall be subject to the
following:

     (a)  The Committee will compare the actual performance to the performance
          measures established for the Performance Period and determine the
          number of units as to which settlement is to be made, and the value of
          such units.

     (b)  Settlement of units earned shall be wholly in cash, wholly in Stock or
          in a combination of the two, to be distributed in a lump sum or
          installments, as determined by the Committee.

     (c)  For Performance Units stated in units representing shares of Stock
          when granted, one share of Stock will be distributed for each unit
          earned, or cash will be distributed for each unit earned equal to
          either (A) the Fair Market Value of a share of Stock as of the last
          day of the Performance Period or (B) the average Stock value over a
          period determined by the Committee.

     (d)  For Performance Units stated in cash when granted, the value of each
          unit earned will be distributed in its initial cash value, or shares
          of Stock will be distributed based on the cash value of the units
          earned divided by (A) the Fair Market Value of a share of Stock at the
          end of the Performance Period or (B) the average Stock value over a
          period determined by the Committee.

     (e)  Shares of Stock distributed in settlement of the units shall be
          subject to such vesting requirements and other conditions, if any, as
          the Committee shall determine.

     8.4.  Termination During Performance Period.  If a Participant's
termination of employment or other service with the Company occurs during a
Performance Period with respect
<PAGE>

to any Performance Units granted to him, the Committee may determine that the
Participant will be entitled to settlement of all or any portion of the
Performance Units as to which he would otherwise be eligible, and may accelerate
the determination of the value and settlement of such Performance Units or make
such other adjustments as the Committee, in its sole discretion, deems
desirable.

     9.  Expiration of Awards.  The "Expiration Date" with respect to an Award
under the Plan means the date established as the Expiration Date by the
Committee at the time of the grant; provided, however, that the Expiration Date
with respect to any Award shall not be later than the ten-year anniversary of
the date on which the Award is granted.  If a Stock Appreciation Right is in
tandem with an Option, then the "Expiration Date" for the Stock Appreciation
Right shall be the Expiration Date for the related Option.

     10.  Miscellaneous.

     10.1.  Compliance with Applicable Laws; Limits on Distribution.
Distribution of shares of Stock or other amounts under the Plan shall be subject
to the following:

     (a)  Notwithstanding any other provision of the Plan, iPCS shall have no
          liability to deliver any shares of Stock under the Plan or make any
          other distribution of benefits under the Plan unless such delivery or
          distribution would comply with all applicable laws and the applicable
          regulations or requirements of any securities exchange or similar
          entity.

     (b)  In the case of a Participant who is subject to Section 16(a) and 16(b)
          of the Exchange Act, the Committee may, at any time, add such
          conditions and limitations to any Award to such Participant, or any
          feature of any such Award, as the Committee, in its sole discretion,
          deems necessary to comply with Section 16(a) or 16(b) of the Exchange
          Act and the rules and regulations thereunder or to obtain any
          exemption therefrom.

     (c)  To the extent that the Plan provides for issuance of certificates to
          reflect the transfer of shares of Stock, the transfer of such shares
          may be effected on a non-certificated basis, to the extent not
          prohibited by applicable law or the rules of any securities exchange
          or similar entity.

     (d)  Prior to the delivery of any shares of Stock under the Plan, if the
          Committee deems it necessary to comply with applicable securities
          laws, iPCS may require a written statement that the recipient is
          acquiring the shares for investment and not for the purpose or with
          the intention of distributing the shares and will not dispose of them
          in violation of the registration requirements of the Securities Act of
          1933.
<PAGE>

     10.2.  Performance-Based Compensation.  To the extent that the Committee
determines that it is necessary or desirable to conform any Awards under the
Plan with the requirements applicable to "Performance-Based Compensation", as
that term is used in section 162(m)(4)(C) of the Code, it may, at or prior to
the time an Award is granted, take such steps and impose such restrictions with
respect to such Award as it determines to be necessary or desirable.

     10.3.  Transferability.  Each Award granted hereunder shall not be
assignable or transferable other than by will or the laws of descent and
distribution and may be exercised, during the Participant's lifetime, only by
the Participant or his or her guardian or legal representative, except that a
Participant may in a manner and to the extent permitted by the Committee (a)
designate in writing a beneficiary to exercise an Award after his or her death
(provided, however, that no such designation shall be effective unless received
by the office of iPCS designated for that purpose prior to the Participant's
death) and (b) if the Award expressly permits, transfer an Option (other than an
Incentive Stock Option) for no consideration to any (i) spouse, children or
grandchildren of the Participant (such individuals to be referred to as
"Immediate Family"), (ii) trust solely for the benefit of the Participant or any
or all members of the Participant's Immediate Family, (iii) partnership whose
only partners are the Participant or members of the Participant's Immediate
Family, or (iv) revocable inter vivos trust of which the Participant is both the
settlor and a trustee; provided, however, that the transferee shall agree to be
subject to all of the terms and conditions applicable to such Award prior to
such transfer.

     10.4.  Notices.  Any notice or document required to be filed with the
Committee under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Committee, in care of iPCS, at its
principal executive offices.  The Committee may, by advance written notice to
affected persons, revise such notice procedure from time to time.  Any notice
required under the Plan (other than a notice of election) may be waived by the
person entitled to notice.

     10.5.  Withholding.  The Company shall be entitled to deduct from any
payment under the Plan the amount of any tax required by law to be withheld with
respect to such payment or may require any participant to pay such amount to the
Company prior to and as a condition of making such payment.  In addition, the
Committee may, in its discretion and subject to such rules as it may adopt from
time to time, permit a Participant to elect to have the Company withhold from
any payment under the Plan (or to have the Company accept from the participant),
for tax withholding purposes, shares of Stock, valued at their Fair Market
Value, but in no event shall the Fair Market Value of the number of shares so
withheld (or accepted) exceed the amount necessary to meet the minimum Federal,
state and local marginal tax rates then in effect that are applicable to the
Participant and to the particular transaction.

     10.6.  Form and Time of Elections.  Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the
<PAGE>

Committee at such times, in such form, and subject to such restrictions and
limitations, not inconsistent with the terms of the Plan, as the Committee shall
require.

     10.7.  Agreement With iPCS.  At the time of an Award to a Participant under
the Plan, the Committee may require a Participant to enter into an agreement
with iPCS (the "Agreement") in a form specified by the Committee, agreeing to
the terms and conditions of the Plan and to such additional terms and
conditions, not inconsistent with the Plan, as the Committee may, in its sole
discretion, prescribe.

     10.8.  Limitation of Implied Rights.

     (a)  Neither a Participant nor any other person shall, by reason of the
          Plan, acquire any right in or title to any assets, funds or property
          of the Company whatsoever, including, without limitation, any specific
          funds, assets, or other property which the Company, in its sole
          discretion, may set aside in anticipation of a liability under the
          Plan.  A Participant shall have only a contractual right to benefits
          or amounts, if any, payable under the Plan, unsecured by any assets of
          the Company. Nothing contained in the Plan shall constitute a
          guarantee by the Company that the assets of the Company shall be
          sufficient to pay any amounts or benefits to any person.

     (b)  The Plan does not constitute a contract of employment or continued
          service, and selection as a Participant will not give any person the
          right to be retained in the employ or service of the Company, nor any
          right or claim to any benefit or payment under the Plan, unless such
          right or claim has specifically accrued under the terms of the Plan.
          Except as otherwise provided in the Plan, no Award under the Plan
          shall confer upon the holder thereof any right as a stockholder of
          iPCS prior to the date on which he fulfills all service requirements
          and other conditions for receipt of such rights.

     10.9.  Evidence.  Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information that the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

     10.10.  Gender and Number.  Where the context admits, words in one gender
shall include the other gender, words in the singular shall include the plural
and the plural shall include the singular.

     10.11.  Definition of Fair Market Value.  For purposes of the Plan, the
"Fair Market Value" of a share of common stock of iPCS as of any date shall be
the closing market composite price for such Stock as reported on the Nasdaq
National Market on that date or, if Stock is not traded on that date, on the
immediately preceding date on which Stock was traded.  In the event
<PAGE>

that the Stock is not listed for trading on a national exchange or quoted on an
inter-dealer quotation system, the Fair Market Value shall be determined by the
Committee.

     11.  Change in Control.

     11.1.  Acceleration.  Except as otherwise provided in the Plan or the
Agreement reflecting the applicable Award, the following shall occur immediately
upon a Change in Control:

     (a)  All outstanding Options (regardless of whether in tandem with Stock
          Appreciation Rights) and Stock Appreciation Rights (regardless of
          whether in tandem with Options) shall become fully exercisable.

     (b)  All Stock Awards shall become fully vested.

     (c)  Performance Units may be paid out in such manner and amounts as
          determined by the Committee.

     11.2.  Definition of Change in Control.  For purposes of the Plan, the
term "Change in Control" means a change in the beneficial ownership of the
voting stock of iPCS or a change in the composition of the Board as follows:

     (a)  any "Person" (as such term is used in Section 13(d) and 14(d)(2) of
          the Exchange Act), other than iPCS, any entity owned, directly or
          indirectly, by the stockholders of iPCS in substantially the same
          proportions as their ownership of stock of iPCS, and any trustee or
          other fiduciary holding securities under an employee benefit plan of
          iPCS or its subsidiaries or such proportionately owned corporation)
          becomes through acquisitions of securities of iPCS after the Effective
          Date of the Plan, the "beneficial owner" (as defined in Rule 13d-3
          promulgated under the Exchange Act), directly or indirectly, of
          securities of iPCS representing 50% or more of the combined voting
          power of the then outstanding securities of iPCS having the right to
          vote for the election of directors;

     (b)  the stockholders of iPCS approve a merger or consolidation of iPCS
          with any other corporation, other than (A) a merger or consolidation
          which would result in the voting securities of iPCS outstanding
          immediately prior thereto continuing to represent (either by remaining
          outstanding or by being converted into voting securities of the
          surviving entity) more than 50% of the combined voting power of the
          voting securities of iPCS or such surviving entity outstanding
          immediately after such merger or consolidation, or (B) a merger or
          consolidation effected to implement a recapitalization of iPCS (or
          similar transaction) in which no Person acquires more than 15% of the
          then outstanding securities of iPCS having the right to vote for the
          election of directors;
<PAGE>

     (c)  the stockholders of iPCS approve a plan of complete liquidation of
          iPCS or an agreement for the sale or disposition by iPCS of all or
          substantially all of the assets of iPCS (or any transaction having a
          similar effect); or

     (d)  during any 24 month period, individuals who at the beginning of such
          period constitute the board of directors of iPCS, and any new director
          (other than a director designated by a Person who has entered into an
          agreement with iPCS to effect a transaction described in paragraph
          (a), (b) or (c) of this subsection 11.2) whose election by the board
          or nomination for election by the stockholders of iPCS was approved by
          a vote of at least two-thirds of the directors then still in office
          who either were directors at the beginning of the period or whose
          election or nomination for election was previously so approved, cease
          for any reason to constitute at least a majority thereof.

Notwithstanding the foregoing, an initial public offering of Stock shall not
constitute a Change in Control for purposes of the Plan.

     12.  Amendment and Termination.

     The Board may, at any time, amend or terminate the Plan or any Award,
provided that, subject to subsection 4.4 (relating to certain adjustments to
shares), no amendment or termination may materially adversely affect the rights
of any Participant or beneficiary under any Award made under the Plan prior to
the date such amendment is adopted by the Board. Notwithstanding the foregoing
or any other provision of the Plan or any Award agreement, the Board or the
Committee may amend the Plan or the terms of any Award to the extent it deems
necessary to preserve pooling-of-interest accounting treatment for any
transaction which is intended to be accounted for through such accounting
method.