EXHIBIT 10.1


 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement (the “Agreement”) is made, entered into and is effective
as of November 30, 2004 (the “Effective Date”) by and between iPCS Wireless,
Inc., a Delaware corporation (the “Company”), Edmund L. Quatmann, Jr.
(“Executive”) and, for the limited purposes specified herein, iPCS, Inc.
(“Parent”).


 


WITNESSETH
THAT:


 


WHEREAS,
Executive will provide services to the Company as an employee as the General
Counsel;


 


WHEREAS, the
Company desires to employ Executive as an employee and Executive desires to be
employed by the Company, pursuant to the terms of this Agreement, all effective
as of the Effective Date;


 


NOW THEREFORE,
in consideration of the mutual covenants and agreements set forth below, it is
hereby covenanted and agreed by the Company, Executive and, for the limited
purposes specified, the Parent, as follows:


 


1.                                       Employment
Period.  Subject to the terms and
conditions of this Agreement, the Company hereby agrees to employ Executive
during the Employment Period (as defined below) and Executive hereby agrees to remain in the employ of the Company and to provide
services during the Employment Period in accordance with this Agreement.  The “Initial Employment Period” shall be the
period beginning on the Effective Date and ending on the third anniversary
thereof, unless sooner terminated as provided herein.  At the conclusion of the Initial Employment
Period, this Agreement shall automatically renew for additional one year terms
(each a “Renewal Employment Period” and together with the Initial Employment
Period, the “Employment Period”) unless either party gives notice of intent not
to renew at least 90 days prior to the beginning of any Renewal Employment
Period.


 


2.                                       Change
in Control.  In the event of a Change
in Control (as defined below) of the Company or the Parent, the provisions of
Exhibit A, which is attached hereto and which
forms part of this Agreement, shall apply. 
For purposes of this Agreement, the term “Change in Control” shall be as
defined in the iPCS, Inc. 2004 Long-Term Stock Incentive Plan (the “Incentive
Plan”), as in effect as of the Effective Date (modified as necessary, if
applied to the Company, to substitute the Company for the Parent in such
definition).


 


3.                                       Duties.  Executive agrees that during the Employment
Period from and after the Effective Date, while Executive is employed by the
Company, Executive will devote Executive’s full business time, energies and
talents to serving as the General Counsel of the Company and the Parent, at the
direction of the Company’s President and Chief Executive Officer (“CEO”).  Executive shall have such duties and
responsibilities, as are commensurate with Executive’s


 


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position with the Company and Parent, as may be assigned to Executive
from time to time by the CEO, shall perform all duties assigned to Executive
faithfully and efficiently, subject to the direction of the CEO, and shall have
such authorities and powers as are inherent to the undertakings applicable to
Executive’s position and necessary to carry out the responsibilities and duties
required of Executive hereunder. 
Executive will perform the duties required by this Agreement at the
Company’s principal place of business unless the nature of such duties requires
otherwise.  Notwithstanding the
foregoing, during the Employment Period, Executive may devote reasonable time
to activities other than those required under this Agreement, including
activities of a charitable, educational, religious or similar nature (including
professional associations) to the extent such activities do not, in the
reasonable judgment of the CEO, inhibit, prohibit, interfere with or conflict
with Executive’s duties under this Agreement or conflict in any material way with
the business of the Parent, the Company and their respective affiliates;
provided, however, that Executive shall not serve on the board of directors of
any business (other than the Parent or the Company, or their affiliates) or
hold any other position with any business without receiving the prior written
consent of the CEO, which consent, with respect to private company boards, may
not be unreasonably withheld.


 


4.                                       Compensation
and Benefits.  Subject to the terms
and conditions of this Agreement, during the Employment Period, while Executive
is employed by the Company, the Company shall compensate Executive for
Executive’s services as follows for periods following the Effective Date:


 


(a)                                  Executive
shall be compensated at an annual rate of $190,000 (the “Annual Base Salary”),
which shall be payable in accordance with the normal payroll practices of the
Company.  Beginning on January 1, 2006
and on each anniversary of such date, Executive’s rate of Annual Base Salary
shall be reviewed by the CEO and/or the Compensation Committee of the Parent’s Board
of Directors (the “Compensation Committee”), and following such review, the
Annual Base Salary may be adjusted upward but in no event will be decreased.


 


(b)                                 Executive
shall be entitled to receive performance based annual incentive bonuses (each,
the “Incentive Bonus”) from the Company in accordance with the Company’s
Executive Compensation Strategy and Incentive Design Plan as in effect from
time to time (the “Incentive Bonus Plan”). 
The annual Incentive Bonus at the target level of performance will be
40% of the Annual Base Salary for the year to which the bonus relates (the “Target
Incentive Bonus”), determined and payable for the first time for fiscal year
2005 on a pro-rated basis.  The annual
Incentive Bonus may range from 50% to 200% of the Target Incentive Bonus based
the level of the Company’s and Executive’s performance.  In addition, the Incentive Bonus is subject
to further adjustment as described below.


 


After discussions with Executive, the CEO
and/or the Compensation Committee shall establish annual incentive goals that
provide Executive with the opportunity to earn an annual Incentive Bonus.  Such goals will be delivered in writing to


 


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Executive annually prior to the 60th
day following the beginning of the applicable performance period.  Within 45 days after the end of each
performance period, the CEO and/or the Compensation Committee shall review the
goals for such year and develop recommendations as to the amount of Incentive
Bonus Executive is eligible to receive based on the satisfaction of the
applicable criteria.  The CEO’s and/or
the Compensation Committee’s recommendation may include recommendations to
increase or decrease the Incentive Bonus by up to an additional 20% based on
individual performance.  All such
recommendations will be submitted to the Parent’s Board of Directors (the “Board”)
for review and amendment (if necessary). 
Promptly after review by the Board, Executive shall be notified of the
outcome and, if applicable, any Incentive Bonus that was awarded shall be
paid.  Notwithstanding the Board’s review
of the Compensation Committee’s recommendations, the Compensation Committee
shall have the final authority to determine any Incentive Bonus actually
payable to Executive hereunder, subject to the terms and conditions of this
Agreement and the Incentive Bonus Plan.


 


(c)                                  The
Parent shall issue to Executive an option to acquire up to 45,000 shares of the
Parent’s common stock effective as of the Effective Date, under the terms of
the Incentive Plan.  The per-share
exercise price of the options shall be determined as of the Effective Date,
pursuant to the terms of the Incentive Plan and such options shall be vested as
of any date with respect to 6.25% of the covered shares, multiplied by the sum
of one plus the number of the Company’s full fiscal quarters that have lapsed
since the option grant date as of such date. 
Any determinations of future grants under the Incentive Plan shall be
made in the sole discretion of the Compensation Committee and nothing in this
Agreement shall be construed so as to entitle Executive to any such awards.


 


(d)                                 Except
as otherwise specifically provided to the contrary in this Agreement, Executive
shall be provided with pension and welfare fringe benefits to the same extent
and on the same terms as those benefits are provided by the Company from time
to time to the Company’s other senior management employees and Executive shall
be entitled to no less than four weeks’ vacation for each calendar year, no
more than two weeks of which may be taken together, without the prior consent
of the CEO.  Executive shall be
reimbursed for attorney registration fees for the State of Illinois, bar and
committee dues for one bar association and one bar committee.  In addition, Executive shall be covered by
Parents director and officer and errors and omissions insurance coverages on
the same terms and conditions as other executives of the Company and Parent.


 


(e)                                  Executive
shall be reimbursed by the Company, on terms and conditions that are
substantially similar to those that apply to other similarly situated senior
management employees of the Company, for reasonable out-of-pocket expenses for
entertainment, travel, meals, lodging and similar items which are consistent


 


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with the Company’s expense reimbursement
policy and actually incurred by Executive in the promotion of the Company’s
business.


 


(f)                                    Executive
shall be entitled, if applicable, to the “Gross-Up Payment” as described in
Exhibit B, which is attached hereto and which forms a part of this Agreement.


 


5.                                       Rights
and Payments Upon Termination. 
Executive’s right to benefits and payments, if any, for periods after
the date on which Executive’s employment with the Company and its
affiliates terminates for any reason (the “Termination Date”) shall be
determined in accordance with this Section 5:


 


(a)                                  Minimum
Payments.  If Executive’s Termination
Date occurs during the Employment Period for any reason, Executive shall be
entitled to the following payments, in addition to any payments or benefits to
which Executive may be entitled under the following provisions of this Section
5 (other than this paragraph 5(a)) or the express terms of any employee benefit
plan or as required by law:


 


(i)                                     Executive’s
earned but unpaid Annual Base Salary for the period ending on Executive’s Termination Date;


 


(ii)                                  Executive’s
earned but unpaid Incentive Bonus for the prior fiscal year;


 


(iii)                               Executive’s
accrued but unpaid vacation pay for the period ending with Executive’s Termination Date, as determined in accordance with the
Company’s policy as in effect from time to time;


 


(iv)                              Executive’s
unreimbursed business expenses and all other items earned and owed to Executive
through and including the Termination Date; and


 


(v)                                 the
Gross-Up Payment, if applicable, to the extent provided by Exhibit B.


 


Payments to be made to Executive pursuant to
this paragraph 5(a) shall be made within 30 days after Executive’s Termination
Date.  Except as may be otherwise
expressly provided to the contrary in this Agreement or as otherwise provided
by law, nothing in this Agreement shall be construed as requiring Executive to
be treated as employed by the Company following Executive’s Termination Date
for purposes of any employee benefit plan or arrangement in which Executive may
participate at such time.


 


(b)                                 Termination
By Company for Cause.  If Executive’s
Termination Date occurs during the Employment Period and is a result of the
Company’s termination of Executive’s employment on account of Cause (as defined
in paragraph 5(f) below), then, except as described in paragraph 5(a) or as
agreed in writing between Executive and the Company, Executive shall have no
right to payments or benefits under this Agreement (and the Company shall have
no obligation to


 


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make any such payments or provide any such
benefits) for periods after Executive’s Termination Date.


 


(c)                                  Termination
for Death or Disability.  If
Executive’s Termination Date occurs during the Employment Period and is a
result of Executive’s death or Disability (as defined in paragraph 5(f) below),
then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company,
Executive (or in the event of Executive’s death, Executive’s estate) shall be entitled to the
following:


 


(i)                                     continuing
payments of Executive’s Annual Base Salary (payable in accordance with paragraph
4(a)) for the Continuation Period (as defined below);


 


(ii)                                  continuation
of health benefits for Executive and Executive’s “qualified beneficiaries,” as
defined in Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”)
for the Continuation Period at a cost which is no greater than is charged to
active employees of the Company and their dependents, which continuing health
benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a
timely and proper election to be covered under COBRA;


 


(iii)                               immediate
vesting of any and all stock options, shares of restricted stock, restricted
stock units and other unvested incentive awards then held by Executive; and


 


(iv)                              a
lump sum payment equal to the Target Incentive Bonus for the year in which the
Termination Date occurs, prorated (on a daily basis) through Executive’s
Termination Date.


 


For purposes
of this Agreement, the “Continuation Period” shall be the period commencing on
Executive’s Termination Date and ending on the earlier of (A) the first
anniversary of Executive’s Termination Date, or (B) if applicable, the date on
which Executive violates the provisions of Sections 6 or 7 of this
Agreement.  All lump sum payments
required under this paragraph 5(c) shall be made no later than 15 days after
the Termination Date.


 


(d)                                 Certain
Terminations by the Company or Executive. 
If Executive’s Termination Date occurs during the Employment Period and
is a result of Executive’s termination of employment (i) by the Company for any
reason other than Cause (and is not on account of Executive’s death,
Disability, or voluntary resignation, the mutual
agreement of the parties or pursuant to paragraph 5(e)), (ii) by Executive
following the Company’s breach of this Agreement in any material respect and
failure to cure the breach within 30 days after notice thereof from Executive,
or (iii) by Executive within 60 days after Executive’s principal place of
employment with the Company is relocated outside of the greater Chicago


 


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metropolitan
area, then, except as described in paragraph 5(a) or as agreed in writing between Executive and
the Company, Executive shall be entitled to the following payments and
benefits:


 


(i)                                     continuing
payments of Executive’s Annual
Base Salary (payable in accordance with paragraph 4(a)) for the Continuation
Period;


 


(ii)                                  continuation
of health benefits for Executive and Executive’s qualified beneficiaries for
the Continuation Period at a cost which is no greater than is charged to active
employees of the Company and their dependents, which continuing health benefits
shall be provided only if Executive and Executive’s
qualified beneficiaries, as applicable, make a timely and proper election to be
covered under COBRA;


 


(iii)                               a
lump sum payment equal to the Target Incentive Bonus for the year in which the
Termination Date occurs; and


 


(iv)                              the
additional vesting, as of the Termination Date, of any and all stock options,
shares of restricted stock, restricted stock units and other unvested incentive
awards then held by Executive as if the Executive had completed one additional
year of service as of the Termination Date.


 


All lump sum
payments required under this paragraph 5(d) shall be made within 15 days after
the Termination Date.  Notice by the
Company that the term of this Agreement will not be renewed, and any subsequent
termination of Executive’s employment at the end of the Employment Period, will
not result in Executive being eligible for any payments or benefits
contemplated by this paragraph 5(d).  If
Executive is entitled to payments and benefits pursuant to Exhibit A, he shall
not also be entitled to payments and benefits under this paragraph 5(d).


 


(e)                                  Termination
for Voluntary Resignation, Mutual Agreement or Other Reasons.  If Executive’s Termination Date occurs during
the Employment Period and is a result of Executive’s voluntary resignation, the
mutual agreement of the parties, or any reason other than those specified in
paragraphs (b), (c), or (d) above or Exhibit A, then, except as described in
paragraph 5(a) or as agreed in
writing between Executive and the Company, Executive shall have no right to
payments or benefits under this Agreement (and the Company shall have no
obligation to make any such payments or provide any such benefits) for periods
after Executive’s Termination Date.


 


(f)                                    Definitions.  For purposes of this Agreement:


 


(i)                                     the
term “Cause” shall mean (A) the continuous failure by Executive to
substantially perform Executive’s duties under this
Agreement, as determined by the CEO and/or the Board and after expiration of a
cure


 


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period of 30
days following Executive’s receipt of written notice from the CEO and/or the
Board describing such failure; (B) the willful engaging by Executive in conduct
which is demonstrably and materially injurious to the Company or its
affiliates, monetarily or otherwise, as determined by the CEO and/or the Board,
(C) conduct by Executive that involves theft, fraud or dishonesty, (D) repeated
instances of drug or alcohol abuse or unauthorized absences during scheduled
work hours, (E) the Executive’s having been convicted of, or having pled guilty
or no contest to, a felony, or (F) Executive’s violation of the provisions of
Section 6 or 7 of this Agreement; and


 


(ii)                                  the
term “Disability” shall mean the inability of Executive to continue to perform
Executive’s duties under this Agreement on a full-time basis as a result of
mental or physical illness, sickness or injury for a period of 120 days within
any 12-month period, as determined in the discretion of the CEO and/or the
Board.


 


Notwithstanding
any other provision of this Agreement, Executive shall automatically cease to
be an officer of the Parent, the Company and their respective affiliates as of Executive’s Termination Date and, to the extent permitted by applicable
law, any and all monies that Executive owes to the Company shall be repaid to
the extent possible, through deduction of such amounts from any
post-termination payments owed to Executive pursuant to this Agreement.  Notwithstanding any other provision of this
Agreement, the Company may suspend Executive from performing Executive’s duties under this Agreement; 
provided, however, that during the period of suspension (which shall end
no later than Executive’s Termination Date), Executive shall continue to be
treated as an employee of the Company for other purposes, and Executive’s rights to compensation or benefits hereunder shall be in
effect.  Other than as expressly provided
in paragraphs 5(c) and (d), post-termination benefits may not be suspended or
not paid.


 


6.                                       Confidential
Information.  Executive agrees that:


 


(a)                                  Except
as may be required by the lawful order of a court or agency of competent
jurisdiction, or except to the extent that Executive has express authorization
from the Company, Executive agrees to keep secret and confidential indefinitely
all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the
Company and its affiliates (collectively, “Confidential
Information”) which was acquired by or disclosed to Executive during the course
of Executive’s employment with the Company and not to disclose the same, either
directly or indirectly, to any other person, firm, or business entity, or to
use it in any way.


 


(b)                                 Confidential
Information does not include (i) information which, at the time of disclosure
is published, known publicly or is otherwise in the public domain,
through no fault of Executive; (ii) information which, after disclosure is published


 


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or becomes
known publicly or otherwise becomes part of the public domain, through no fault
of Executive; and (iii) information which is required to be disclosed in
compliance with applicable laws or regulations or by order of a court or other
regulatory body of competent jurisdiction.


 


(c)                                  To
the extent that any court or agency seeks to have Executive disclose
Confidential Information, Executive shall promptly inform the Company,
and Executive shall take such
reasonable steps to prevent disclosure of Confidential Information until the
Company has been informed of such requested disclosure, and the Company has an
opportunity to respond to such court or agency. 
To the extent that Executive obtains information on behalf of the
Company or any of its affiliates that may be subject to attorney-client
privilege as to the Company’s attorneys, Executive shall follow the guidelines
provided by the Company’s legal counsel on maintaining the confidentiality of
such information and to preserve such privilege.


 


(d)                                 Nothing
in the foregoing provisions of this Section 6 shall be construed so as to
prevent Executive from using, in connection with
Executive’s employment for himself or an employer other than the Company and
its affiliates, knowledge which was acquired by Executive during the course of
Executive’s employment with the Company and its affiliates and which is
generally known to persons of Executive’s experience in other companies in the
same industry.


 


7.                                       Noncompetition
and Nonsolicitation.  While Executive
is employed by the Company and its affiliates, and for a period of 1 year after
Executive’s Termination Date (except as provided in Exhibit A), Executive agrees
that:


 


(a)                                  Executive
will not, directly or indirectly engage in, assist, perform services for,
establish or open, or have any equity interest (other than ownership of 5% or
less of the outstanding stock of any corporation listed on the New York or American
Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation,
partnership or business entity (whether as an employee, officer, partner,
director, agent, security holder, creditor, consultant, or otherwise) that
engages in the Restricted Business (as defined below) in the Restricted
Territory (as defined below);


 


(b)                                 Executive
will not, directly or indirectly, for himself or
on behalf of or in conjunction with any other person, firm, corporation,
partnership or business entity, solicit or attempt to solicit any party who is
then or, during the 12-month period prior to such solicitation or attempt by
Executive was (or was solicited to become), a customer of the Company, provided
that the restriction in this paragraph 7(b) shall not apply to any activity on
behalf of a business that is not a Restricted Business; and


 


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(c)                                  Executive
will not (and will not attempt to) solicit, entice, persuade or induce any
individual who is employed by the Company or its affiliates to terminate or
refrain from renewing or extending such employment or to become employed by or
enter into contractual relations with any other individual or entity other than
the Company or its affiliates, and Executive shall not approach any such
employee for any such purpose or authorize or knowingly cooperate with the
taking of any such actions by any other individual or entity.


 


For purposes
of this Agreement the term (A) “Restricted Business” means the business of
providing wireless telecommunication services or any other business in which
the Company is materially engaged on Executive’s Termination Date, and (B) “Restricted
Territory” means the basic trading areas (as defined in the Rand McNally
Commercial Atlas and Marketing Guide or the successor thereto) (“BTA”) set
forth in Exhibit C hereto in which the Company has been granted the right to
carry on the Restricted Business, or any other BTA in which the Company has been
granted the right to carry on the Restricted Business as of Executive’s
Termination Date.


 


8.                                       Equitable
Remedies.  Executive acknowledges
that the Company would be irreparably injured by a violation of Sections 6 or 7
hereof and Executive agrees that the
Company, in addition to any other remedies available to it for such breach or
threatened breach, shall be entitled to a preliminary injunction, temporary
restraining order, or other equivalent relief, restraining Executive from any
actual or threatened breach of either Section 6 or 7.  If a bond is required to be posted in order
for the Company to secure an injunction or other equitable remedy, the parties
agree that said bond need not be more than a nominal sum.


 


9.                                       Notices.  Any notices provided for in this Agreement
shall be in writing and shall be deemed to have been duly received when
delivered in person or sent by facsimile transmission, on the first business
day after it is sent by air express courier service or on the second business
day following deposit in the United States registered or certified mail, return
receipt requested, postage prepaid and addressed, in the case of Executive, to
the most recent home address reflected in the Company’s records and, in the
case of the Company, to its principal executive offices, or such other address
as either party may have furnished to the other in writing in accordance
herewith, except that a notice of change of address shall be effective only
upon actual receipt.  In addition, on and
after Executive’s Termination Date, the Company shall notify Executive of the
person or persons Executive should contact regarding matters relating to this
Agreement (and the address and telephone number of such person or persons) and
any changes to such contact information. 
All notices pursuant to the preceding sentence shall be given in
accordance with this Section 9.


 


10.                                 Withholding.  All compensation payable under this Agreement
shall be subject to customary withholding taxes and other employment taxes as
may be required with respect to compensation paid by a corporation to an
employee and the amount of compensation payable hereunder shall be reduced
appropriately to reflect the amount of any required withholding.


 


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Except as specifically required herein, the
Company shall have no obligation to make any payments to Executive or to make
Executive whole for the amount of any required taxes.


 


11.                                 Successors.  This Agreement shall be binding on, and inure
to the benefit of, the Company and its successors and assigns and any person
acquiring, whether by merger, reorganization, consolidation, by purchase of
assets or otherwise, all or substantially all of the assets of the
Company.  To the extent applicable, this
Agreement shall be binding on, and inure to the benefit of, the Parent and its
successors and assigns and any person acquiring, whether by merger,
reorganization, consolidation, by purchase of assets or otherwise, all or
substantially all of the assets of the Parent.


 


12.                                 Nonalienation.  The interests of Executive under this
Agreement are not subject to the claims of Executive’s creditors, other than the Company, and may
not otherwise be voluntarily or involuntarily assigned, alienated or
encumbered.


 


13.                                 Waiver
of Breach.  The waiver by the
Company, the Parent or Executive of a breach of any provision of this Agreement
shall not operate as or be deemed a waiver by such party of any subsequent
breach.  Continuation of payments
hereunder by the Company following a breach by Executive of any provision of
this Agreement shall not preclude the Company from thereafter terminating said
payments based upon the same violation.


 


14.                                 Severability.  It is mutually agreed and understood by the
parties that should any of the agreements and covenants contained herein be
determined by any court of competent jurisdiction to be invalid by virtue of
being vague or unreasonable, including but not limited to the provisions of
Sections 6 or 7, then the parties hereto consent that this Agreement shall be
amended retroactive to the date of its execution to include the terms and
conditions said court deems to be reasonable and in conformity with the
original intent of the parties and the parties hereto consent that under such
circumstances, said court shall have the power and authority to determine what
is reasonable and in conformity with the original intent of the parties to the
extent that said covenants and/or agreements are enforceable.


 


15.                                 Prevailing
Party.  In the event of any action,
proceeding or litigation (collectively, the “Action”) between the parties
arising out of or in relation to this Agreement, the prevailing party in such
Action, shall be entitled to recover, in addition to any damages, injunctions,
or other relief and without regard to whether the Action is prosecuted to final
appeal, all of its costs and expenses including, without limitation, reasonable
attorney’s fees, from the non-prevailing party.


 


16.                                 Applicable
Law.  This Agreement shall be
construed in accordance with the laws of the State of Illinois, without regard
to conflict of law principles.


 


17.                                 Amendment.  This Agreement may be amended or cancelled by
mutual Agreement of the parties in writing without the consent of any other
person.


 


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18.                                 Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.  Each counterpart may consist
of a copy hereof containing multiple signature pages, each signed by one party
hereto, but together signed by both of the parties hereto.


 


19.                                 Other
Agreements.  This Agreement
constitutes the sole and complete Agreement between or among the Company, the
Parent and Executive and supersedes all other prior or contemporaneous
agreements, both oral and written, between or among the Company, the Parent and
Executive with respect to the matters contained herein including, including
without limitation, any prior employment agreements and any severance
agreements or arrangements between or among the parties. No verbal or other
statements, inducements, or representations have been made to or relied upon by
Executive. The parties have read and understand this Agreement.


 


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IN WITNESS THEREOF, Executive has hereunto set Executive’s hand, and the Company has caused these presents to be
executed in its name and on its behalf, all as of the day and year first above
written.


 


	
   

  	
  iPCS Wireless, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy M. Yager

  	
   

  
	
   

  	
   

  
	
   

  	
  Its: President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Edmund L. Quatmann, Jr.

  	
   

  
	
   

  	
  Edmund L. Quatmann, Jr.

  



 


IN WITNESS THEREOF, the Parent has caused these presents to be executed
in its name and on its behalf, all as of the day and year first above written,
for the limited purposes specified herein.


 


	
   

  	
  iPCS, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy M. Yager

  	
   

  
	
   

  	
   

  
	
   

  	
  Its: President and Chief
  Executive Officer

  



 


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Exhibit A


 


Change in Control


 


The provisions
of this Exhibit A shall apply if Executive’s Termination Date (i) occurs during
the Employment Period, (ii) occurs on or within the one year period after the
effective date of a Change in Control and (iii) is a result of the termination
of Executive’s employment by the Company (or its successor) for any reason
other than Cause or is a result of Executive’s termination of his employment
with the Company (or its successor) for Good Reason (as defined in Section 2 of
this Exhibit A).


 


1.                                       Benefits
and Payments on Termination.  If the
provisions of this Exhibit A apply, then Executive shall be entitled to the
following payments and benefits (in addition to any payments and benefits to
which he is entitled under paragraph 5(a) of the Agreement and the following
provisions of this Exhibit A):


 


(a)                                  a
lump sum payment equal to 100% of Executive’s Annual Base Salary;


 


(b)                                 continuation
of health benefits for Executive and Executive’s qualified beneficiaries for
period beginning on the Termination Date and ending on the first anniversary of
the Termination Date at a cost which is no greater than is charged to active
employees of the Company and their dependents, which continuing health benefits
shall be provided only if Executive and Executive’s
qualified beneficiaries, as applicable, make a timely and proper election to be
covered under COBRA;


 


(c)                                  a
lump sum payment equal to one times Executive’s Target Incentive Bonus for the
year in which the Termination Date occurs;


 


(d)                                 immediate
vesting of any and all stock options, restricted stock units, shares of
restricted stock or other incentive awards held by Executive; and


 


(e)                                  an
amount equal to the Target Incentive Bonus that would have been payable to
Executive for the fiscal year in which the Termination Date occurs assuming all
applicable performance targets had been satisfied, pro rated (on a daily basis)
through Executive’s Termination Date.


 


Payments to be
made to Executive pursuant to this Section 1 shall be made no later than 15
days after Executive’s Termination Date.


 


2.                                       Definition
of Good Reason.  For purposes of this
Agreement, the term “Good Reason” means the occurrence of any of the following
in anticipation of or within the one year period immediately following a Change
in Control: (a) the assignment to Executive of duties that are materially
inconsistent with Executive’s duties described in Section 3 of the Agreement,


 


1





















 


including, without limitation, a material
diminution or reduction in Executive’s office or responsibilities or a
reduction in Executive’s rate of Annual Base Salary, bonus opportunity or other
compensation or an adverse change in Executive’s reporting relationship, (b)
the relocation of Executive to a location that is not within 35 miles of
Executive’s then current principal place of business and more than 35 miles
from Executive’s principal residence, or (c) the failure of the Company to
continue in effect any of the Company’s annual and long-term incentive
compensation plans or employee benefit or retirement plans, policies,
practices, or other compensation arrangements in which Executive participates
(other than equity-based compensation arrangements) unless such failure to
continue the plan, policy, practice or arrangement (i) is required by law, or
(ii) pertains to all plan participants generally and the lost value is being
replaced by a new plan, policy, practice or arrangement of reasonably
equivalent value.


 


3.                                       Exercisability
of Stock Options.  With respect to
terminations to which this Exhibit A apply, the Parent agrees that for purposes
of determining the exercisability of Executive’s stock options under the
Incentive Plan outstanding on the Termination Date, subject to the terms of the
Incentive Plan and the option agreements thereunder, options shall remain
exercisable through the fifth anniversary of the Change in Control event, the
Parent agrees to take any and all actions necessary, if any, to ensure that the
Incentive Plan reflects the foregoing and the Parent agrees that each option
agreement evidencing the options outstanding under the Incentive Plan shall
reflect the foregoing.  Nothing in this
Section 3 shall be deemed to extend the expiration date of any stock option
granted under the Incentive Plan past the original expiration date of such
option as determined at the time of grant.


 


2





















 


Exhibit B


 


Gross-Up Payment


 


Subject to the
provisions of this Exhibit B, Executive shall be eligible for the benefits
described in this Exhibit B, and shall be subject to the terms of this Exhibit
B, regardless of whether Executive is employed by the Company on or after the
occurrence of a Change in Control and, if Executive’s Termination Date shall
have occurred, regardless of the reason for such termination.


 


1.                                       Gross-Up
Payment.  In the event it shall be
determined that any payment, benefit or distribution (or combination thereof)
from the Company, any affiliate, or trusts established by the Company or by any
affiliate, for the benefit of its employees, to Executive or for Executive’s
benefit (whether paid or payable or distributed or distributable pursuant to
the terms of the Agreement or otherwise, and with a “payment” including,
without limitation, the vesting of an option, restricted stock units, shares of
restricted stock or other non-cash benefit or property) (any of which are
referred to as a “Payment”) would be subject to the excise tax imposed by
section 4999 of the Code, or any interest or penalties are incurred by
Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, hereinafter collectively referred to as the “Excise
Tax”), Executive shall be entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that, after payment by Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes and payroll taxes (and any
interest and penalties imposed with respect thereto) and the Excise Tax imposed
upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment
equal to the sum of: (a) the Excise Tax imposed upon the Payments; plus (b) an
amount equal to the product of any deductions disallowed for federal, state, or
local income tax purposes because of the inclusion of the Gross-up Payment in
Executive’s adjusted gross income multiplied by the highest applicable marginal
rate of federal, state, or local income taxation, respectively, for the
calendar year in which the Gross-up Payment is to be made.


 


2.                                       Determinations
Relating to Gross-Up Payment.  All
determinations required to be made under this Exhibit B, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by the nationally recognized certified public accounting firm that performed
the last annual audit of the Company in the normal course of business
immediately prior to the Change in Control (the “Accounting Firm”), which shall
provide detailed supporting calculations both to the Company and Executive
within fifteen (15) business days of the receipt of notice from the Company
that there has been a Payment, or such earlier time as is requested by the
Company.  All fees and expenses of the
Accounting Firm shall be borne solely by the Company.  Any Gross-Up Payment, as determined pursuant
to this Exhibit B shall be paid by the Company to Executive within fifteen (15)
days after the receipt of the Accounting Firm’s determination.  If the Accounting Firm determines that no
Excise Tax is payable by Executive, it shall so indicate to Executive in
writing.  Any determination by the
Accounting Firm shall be binding upon the Company and Executive.  As a result of the uncertainty in the
application of


 


1





















 


section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have been
made (“Underpayment”), consistent with the calculations required to be made
hereunder.  In the event that the Company
exhausts its remedies pursuant to Section 3 of this Exhibit B and Executive
thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be paid by the Company to Executive or for Executive’s
benefit within five (5) days after such determination is made.


 


3.                                       Notification
of Claim.  Executive shall notify the
Company in writing of any claim by the Internal Revenue Service that, if
successful, would require the payment by the Company of the Gross-Up
Payment.  Such notification shall be
given as soon as practicable but no later than ten (10) business days after
Executive is informed in writing of such claim and shall apprise the Company of
the nature of such claim and the date on which such claim is requested to be
paid.  Executive shall not pay such claim
prior to the expiration of the thirty (30) day period following the date on
which he gives such notice to the Company (or such shorter period ending on the
date that any payment of taxes with respect to such claim is due).  If the Company notifies Executive in writing
prior to the expiration of such period that it desires to contest such claim,
Executive shall:


 


(a)                                  give
the Company any information requested by the Company relating to such claim;


 


(b)                                 take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company;


 


(c)                                  cooperate
with the Company in good faith in order to effectively contest such claim; and


 


(d)                                 permit
the Company to participate in any proceedings relating to such claim;


 


provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold Executive harmless, on an after-tax basis,
for any Excise Tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of costs and
expenses.  Without limiting the foregoing
provisions of this Section 3, the Company shall control all proceedings taken
in connection with such contest and, at its sole option, may pursue or forego
any and all administrative appeals, proceedings, hearings and conferences with
the taxing authority in respect of such claim and may, at its sole option,
either direct Executive to pay the tax claimed and sue for a refund or contest
the claim in any permissible manner, and Executive agrees to prosecute such
contest to a determination before any administrative


 


2





















 


tribunal, in a
court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company directs
Executive to pay such claim and sue for a refund, the Company shall advance the
amount of such payment to Executive, on an interest-free basis, and shall
indemnify and hold Executive harmless, on an after-tax basis, from any Excise
Tax or income tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any imputed income with
respect to such advance; and provided, further, that if Executive is required
to extend the statute of limitations to enable the Company to contest such
claim, Executive may limit this extension solely to such contested amount.  The Company’s control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and Executive shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue Service or any other taxing
authority.


 


4.                                       Refunds.  If, after the receipt by Executive of an
amount advanced by the Company pursuant to Section 3, Executive becomes
entitled to receive any refund with respect to such claim, Executive shall
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto).  If, after the receipt by Executive of an
amount advanced by the Company pursuant to Section 3, a determination is made
that Executive shall not be entitled to any refund with respect to such claim
and the Company does not notify Executive in writing of its intent to contest
such denial of refund prior to the expiration of thirty (30) days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.


 


3





















 


Exhibit C


 


Basic Trading Areas


 


	
  Illinois

  	
  Bloomington, IL

  	
  BTA#

  	
  46

  	
   

  
	
   

  	
  Champaign,Urbana, IL

  	
  BTA#

  	
  71

  	
   

  
	
   

  	
  Clinton, IA-Sterling, IL

  	
  BTA#

  	
  86

  	
   

  
	
   

  	
  Danville, IL

  	
  BTA#

  	
  103

  	
   

  
	
   

  	
  Davenport, IA-Moline, IL

  	
  BTA#

  	
  105

  	
   

  
	
   

  	
  Decatur-Effingham, IL

  	
  BTA#

  	
  109

  	
   

  
	
   

  	
  Galesburg, IL

  	
  BTA#

  	
  161

  	
   

  
	
   

  	
  Jacksonville, IL

  	
  BTA#

  	
  213

  	
   

  
	
   

  	
  Kankakee, IL

  	
  BTA#

  	
  225

  	
   

  
	
   

  	
  LaSalle-Peru-Ottawa-Streator,
  IL

  	
  BTA#

  	
  243

  	
   

  
	
   

  	
  Mattoon,IL

  	
  BTA#

  	
  286

  	
   

  
	
   

  	
  Mt. Vernon-Centralia, IL

  	
  BTA#

  	
  308

  	
   

  
	
   

  	
  Peoria, IL

  	
  BTA#

  	
  344

  	
   

  
	
   

  	
  St. Louis, MO (Macoupin
  County, IL only)

  	
  BTA#

  	
  394

  	
   

  
	
   

  	
  Springfield, IL

  	
  BTA#

  	
  426

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nebraska

  	
  Omaha, NE (partial)*

  	
  BTA#

  	
  332

  	
   

  
	
   

  	
  Lincoln, NE (partial)*

  	
  BTA#

  	
  256

  	
   

  
	
   

  	
  Hastings, NE

  	
  BTA#

  	
  185

  	
   

  
	
   

  	
  Norfolk, NE

  	
  BTA#

  	
  323

  	
   

  
	
   

  	
  Grand Island-Kearney, NE

  	
  BTA#

  	
  167

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iowa

  	
  Fort Dodge, IA

  	
  BTA#

  	
  150

  	
   

  
	
   

  	
  Waterloo-Cedar Falls, IA

  	
  BTA#

  	
  462

  	
   

  
	
   

  	
  Dubuque, IA

  	
  BTA#

  	
  118

  	
   

  
	
   

  	
  Burlington, IA

  	
  BTA#

  	
  61

  	
   

  
	
   

  	
  Ottumwa, IA

  	
  BTA#

  	
  337

  	
   

  
	
   

  	
  Des Moines, IA (partial)*

  	
  BTA#

  	
  111

  	
   

  
	
   

  	
  Marshalltown, IA

  	
  BTA#

  	
  283

  	
   

  
	
   

  	
  Mason City, IA

  	
  BTA#

  	
  285

  	
   

  
	
   

  	
  Cedar Rapids, IA

  	
  BTA#

  	
  70

  	
   

  
	
   

  	
  Iowa City, IA

  	
  BTA#

  	
  205

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Michigan

  	
  Traverse City, MI

  	
  BTA#

  	
  446

  	
   

  
	
   

  	
  Saginaw-Bay City, MI

  	
  BTA#

  	
  390

  	
   

  
	
   

  	
  Muskegon, MI

  	
  BTA#

  	
  310

  	
   

  
	
   

  	
  Grand Rapids, MI

  	
  BTA#

  	
  169

  	
   

  
	
   

  	
  Mount Pleasant, MI

  	
  BTA#

  	
  307

  	
   

  
	
   

  	
  Lansing, MI (partial)*

  	
  BTA#

  	
  241

  	
   

  
	
   

  	
  Battle Creek, MI (partial)*

  	
  BTA#

  	
  33