Exhibit 10.1
    

    
      February 25, 2011
    

    
      

      Dear Anand:
    

    
      This letter sets forth the teens of our agreement regarding a transition
      of my employment with Alaska Communications Systems Group, Inc., ("ACS
      or "Company") (which includes all subsidiaries, affiliates, etc.). In
      exchange for the promises and valuable consideration described in this
      letter agreement, which both parties agree are sufficient, ACS and I
      have agreed to certain amendments to my Employment Agreement dated
      December 31, 2008 (the "Agreement"), which are set forth in this letter.
    

    
      As I complete the term of my employment agreement, in order to
      facilitate a smooth and orderly transition in leadership, I am resigning
      my position as Executive Vice President and Chief Financial Officer
      ("CFO") of ACS effective April 1, 2011. I will continue to be employed
      by ACS until April 30, 2011 in a transition officer role, in which I
      will provide transition assistance as reasonably requested by the new
      CFO, with no other members of management or employees reporting to me,
      except that I will be provided reasonable administrative assistance as
      necessary to fulfill my transition duties. In addition, I will continue
      to be available as a consultant up through June 30, 2011. To be clear,
      my consultancy services may be provided by phone, email or in person,
      and only to the extent it is reasonable and requested by the CFO.
      Notwithstanding the change in my position and duties, I will continue to
      be paid the same Base Salary through April 30, 2011, at which time the
      Agreement will terminate. In addition, I agree to execute a consultancy
      agreement with ACS covering the period May 1, 2011 through June 30,2011
      for additional transition services in exchange for a lump-sum payment of
      one hundred thousand dollars ($100,000.00) payable within 30 days of the
      conclusion of my consultancy.
    

    
      I understand that this letter shall not be a basis for, nor will I
      otherwise be eligible for, and ACS shall not be obligated to pay, any
      Severance Payments, Benefits or Amounts of any kind or amount (other
      than standard employee plan benefits which are generally available to
      all ACS employees, subject to the teens of those respective plans). In
      this regard, my resignation as CFO and my change in position to a
      transition officer and consultant are completely voluntary on my part
      and are designed to establish a smooth transition in leadership.
      Therefore, I agree to waive, relinquish and release all claims for
      Severance Benefits or Payments of any kind whatsoever as against ACS or
      its Board of Directors, including but not limited to any benefits in
      connection with a termination "Without Cause," resignation for "Good
      Reason," or any "Change in Control" benefits as those terms are
      described in the Agreement or in any ACS severance policy. This waiver
      and release specifically includes all severance claims or causes of
      action that I may now have or have ever had against the Company, or
      which may arise from or relate to changes in my position with the
      Company or my termination of employment as provided in this letter.
    

    
      On other matters, I agree that, on or prior to April 1, 2011, I will
      execute a general form of Officer's Release in which I will agree to be
      bound by the standard form release language and the non-compete,
      non-solicitation and non-disparagement provisions as set forth in the
      ACS 2010 Officer Severance Policy. The Company will provide me with a
      written form agreement
    

    
      


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      for these purposes within fifteen (15) days of both parties' execution
      of this letter agreement. Finally, I agree to cooperate fully with the
      Company in the future in response to reasonable requests for
      information, affidavits, depositions, testimony or other assistance
      concerning the business, or in connection with any regulatory or other
      reviews or investigations or the defense or prosecution or any claims,
      which are now in existence or which relate to actions or events taking
      place while I was employed by the Company, and includes taking such
      other actions as may reasonably be requested by the Company or its
      counsel to effectuate the foregoing. My cooperation shall be provided
      without the necessity of any subpoenas, and the Company agrees to
      reimburse me for reasonable, out-of-pocket travel, hotel and meal
      expenses incurred in connection with providing such cooperation at the
      Company's request.
    

    
      This letter sets forth the entirety of our agreement and supersedes any
      contemporaneous or prior discussions, understandings or agreements as to
      its subject matter. Both parties acknowledge and agree that the terms of
      this letter have been freely negotiated between them, that both parties
      have had ample opportunity to consult with their respective attorneys
      and have been fully advised as to its contents; and, accordingly, this
      letter shall not be subject to any presumptions or rules of construction
      in favor or against either party's position. Except as amended by this
      letter agreement, which amendment shall control, all other provisions of
      the Agreement shall remain in full force and effect in accordance with
      their terms.
    

    
      Upon my signature and counter-signature by ACS, below, this letter shall
      be deemed a fully executed amendment to my December 31, 2008 Employment
      Agreement and is binding on both parties.
    

    
      

      Thank you,
    

    
      /s/ David Wilson
David Wilson
    

    
      Accepted and Agreed to by:
    

    
      


    

    
      _________________
[Name]
[Title]
Alaska Communications Systems
      Group, Inc.
    

    
      

      

      DATE ACCEPTED by ACS: _________________