Exhibit 10.2
    

    
      


    

    
      [Alaska Communications Letterhead]
    

    
      


    

    
      February 25, 2011
    

    
      Wayne Graham
    

    
      

      

      Dear Wayne:
    

    
      I am pleased to offer you the position of Chief Financial Officer (CFO)
      with Alaska Communications. In this capacity, you will be joining a
      highly professional team that is dedicated to advancing the company in
      its position as Alaska's leading integrated telecommunications company.
      We structured our organization to drive our customer focused market
      strategy, and you will play a crucial role executing this strategy with
      our existing and future customers. If you accept this offer, you will
      report directly to me and your effective start date will be on or before
      April 1, 2011.
    

    
      In this role, you will receive $250,000.00 in annual base salary
      delivered in hi-weekly payrolls, and a $250,000.00 target annual cash
      incentive for an annualized target cash compensation total of
      $500,000.00. Your actual incentive payment will vary based on your and
      our Company's performance, as determined by the Board of Directors'
      (BOD) Compensation and Personnel Committee, and will be prorated for
      your first partial year of employment. Another substantial component of
      your total compensation in this job is equity grants. As a participant
      in this program, you will be eligible to receive annual target awards of
      equity. We currently expect that in 2011 these awards will be a mix of
      restricted stock units and performance stock units. Subject to final
      approval by the Board, your target equity grant will be approximately
      150% of your base salary. Following Board approval in March you will
      receive an award in April that will be pro-rated for 2011 based on your
      starting date of employment.
    

    
      We determine actual stock unit awards based on your role and performance
      of that role, and prorate for your actual time in the position. All
      awards are contingent upon BOD approval and your execution of required
      grant agreement documents. We also have minimum stock holding
      requirements in place that apply to you. By accepting our offer, you
      agree to abide by our minimum executive equity holding requirements
      applicable to executive officers at your level. Based on your position,
      our current policy requires you to accumulate and hold a number of
      shares of common stock having a value of at least 1,5 times your base
      salary within five years of the date you start work at ACS. You
      understand and accept that the Company may modify these minimum holding
      requirements in the future and agree that any such future modifications
      of holding requirements shall be binding on you.
    

    
      Attachment "A" to this letter will provide you with additional
      information regarding your employee benefits.
    

    
      As CFO you will also be covered by the ACS Officer Severance Policy. A
      copy of the 2010 Officer Severance Policy is attached for your review.
      By accepting our offer, you agree to accept and abide by the terms and
      conditions of this Policy, as it may be amended from time to time by the
      Company in the future, subject to the BOD's review and approval of any
      such amendments.
    

    
      Wayne, you are also eligible for reimbursement of relocation expenses up
      to $50,000.00 for a move to Alaska. The actual amount will be determined
      following a relocation survey conducted by our vendor Golden North Van
      Lines. Written approval from Alaska Communications' Relocation
      Administrator is required before incurring any expenses or
      engaging authorized
    

    
      


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      


    


    	
          Wayne Graham
        	
          Page 2 of 4
        
	
          Offer Letter
        	
          February 25, 2011
        


    

    

    

    
      

      

      by our vendor Golden North Van Lines. Written approval from Alaska
      Communications' Relocation Administrator is required before
      incurring any expenses or engaging authorized service providers, Alaska
      Communications can deny payment for any expenses incurred without this
      prior approval.
    

    
      You agree and certify that as CFO you owe Alaska Communications the
      highest duty of loyalty and fiduciary responsibility. Among other
      obligations, this means you will never make secret profits at ACS'
      expense, will not accept favors from customers or vendors, and you will
      protect all of ACS' assets and property, tangible and intangible, as if
      they were your own. You also agree that during your employment at ACS
      and for twelve (12) months thereafter, you will not, directly or
      indirectly, be employed by, own an interest in, control, operate,
      provide consulting services to or be connected as an agent, independent
      contractor, partner, shareholder or principal in any business which
      markets products, goods or services which directly or indirectly compete
      with our business. You agree you are not obligated by any other signed
      agreements or other obligations that will preclude you from working
      full-time in the best interest of Alaska Communications.
    

    
      As an ACS employee, you will have access to trade secrets and other
      confidential information about our Company, its employees, board of
      directors, finances, products, customers, operations, plans and methods
      of doing business. During your employment and after the termination of
      your employment with us, you agree forever to keep confidential all of
      this confidential information of the Company, except as required by law.
      You also agree to abide by the terms of the non-disparagement and
      non-solicitation provisions included with any applicable ACS Officer
      Severance Policy while you are an employee with ACS and after
      termination of your employment.
    

    
      During your employment and after termination of your employment, you
      agree to reimburse the Company for any amount of cash incentive, bonus
      payment or equity award made (or the value thereof), the profits
      realized from the sale of securities of the Company, or any severance
      benefits you have received, for the time periods required, as the case
      may be, that were provided to you on the basis of financial results
      later found to require an accounting restatement under applicable laws
      or regulations (as these requirements may be adopted or amended in the
      future), or for any severance benefits received in the event the Company
      subsequently discovers any actions or omissions by you which would have
      warranted your termination for Cause under the applicable Officer
      Severance Policy. In the event reimbursement is required, you agree to
      make payment to the Company promptly, within thirty (30) days of receipt
      of a written notice from the BOD or any Committee of the BOD describing
      the repayment obligation and the amount owed to the Company.
    

    
      Business conditions change from time to time and the commitment to
      provide continuing employment and your total compensation package depend
      upon the Company's success and continuing business requirements. As a
      result, I feel a responsibility to advise you that Alaska Communications
      is an "at will" employer. This means that either you or the Company can
      terminate the employment relationship at any time for any reason, with
      or without cause. While I feel the need to share these cautions, please
      also know that I feel confident that you are joining an organization
      that will prevail as the premier Alaskan communications service provider.
    

    
      Wayne, we are looking forward to you joining us at Alaska Communications
      - we are committed to distinguishing our Company as the best place to
      work and the best place to do business,
    

    
      


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      


    


    	
          Wayne Graham
        	
          Page 3 of 4
        
	
          Offer Letter
        	
          February 25, 2011
        


    

    
      

      

      values we believe go hand-in-hand. If you share these values and our
      vision of success as the leading integrated telecommunications provider
      in Alaska, please accept this offer by signing this letter and returning
      the original to me no later than February 27, 2011. ff you have
      questions about this offer, please do not hesitate to call me at my work
      phone: 907-564-3335 or cell: 907-632-1010.
    

    
      By accepting our offer, you agree to abide and be bound by all ACS
      Policies and Procedures (including, without limitation, the Compensation
      Policy, Proprietary Information Policy, and Corporate Compliance
      Manual), and acknowledge and agree that, as our business evolves, the
      Company may from time to time amend and add to its Policies and
      Procedures, in the discretion of the Company, and any such modified or
      new Policies and Procedures shall apply to you.
    

    
      Respectfully yours,
    

    
      /s/ Anand Vadapalli
    

    
      Anand Vadapalli
President & Chief Executive Officer
    

    
      cc:      Employee File
    

    
      

      

      AV rg
    

    
      

      


    


    	
          
            Accepted: /s/ Wayne Graham
          

        	
          
            Date: 2/27/11
          

        


    

    

    

    

    

    

    

    
      

      


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      


    


    	
          Wayne Graham
        	
          Page 4 of 4
        
	
          Offer Letter
        	
          February 25, 2011
        


    

    

    

    
      

      

      Attachment "A"
    

    
      Recognizing that the best telecommunications employees in Alaska warrant
      the best total compensation in our market, we offer comprehensive
      benefits in addition to our rich cash and restricted stock compensation
      that will allow you to:
    

    	
        Cover you and your family's health care needs with our Health &
        Welfare benefits, These quality benefits offer solid medical
        coverage and other benefits to include 70% coinsurance, co-pays for
        prescription drugs, dental, short-term disability and many other
        quality of life benefits with premiums largely paid by Alaska
        Communications. Your coverage begins the first of the month following
        the 1st full month of employment. Your contribution to fund these
        benefits will be deducted from your bi-weekly pay before taxes. Reduce
        your out-of-pocket expenses even more with our Flexible Spending
        Accounts, which allow you to pay for qualified medial and
        dependent care with your pre-tax earnings.
      
	
        Bring retirement security closer with the Alaska Communications Employee
        401(k) Savings Plan, which features tax-deferred savings; quality,
        diverse investment options; daily valuation; on-line and telephone
        account access; loans; and other attractive features.
      
	
        Build greater ownership in Alaska Communications by purchasing Alaska
        Communications stock at a 15% or more under market value through our Employee
        Stock Purchase Plan.
      


    	
        Balance work and the rest of life with Flexible Time Off, which
        you accrue at four weeks annually, and additional Personal Holidays.
      


    	
        Protect your earnings with Company paid long-term disability
        insurance (50% income replacement), $50,000 Basic Life and AD&D
        insurance. Buy higher coverage levels or purchase optional Long-term
        Care insurance through convenient payroll deductions.
      


    	
        Develop your knowledge and skills through our Education Assistance
        Program, under which Alaska Communications will invest in you by
        paying for qualified coursework.
      


    	
        Take advantage of the 15% telecommunications discount we
        provide to "Alaska Communications Ambassadors" who choose Alaska
        Communications services.
      


    
      This is only an overview of the many benefits available at Alaska
      Communications and official plan documents will define actual benefits.
      Also, benefits are subject to change from time-to-time. I encourage you
      to contact Rick Granbois, Compensation & Benefits Analyst, if you have
      questions about the benefits you are enjoying as an Alaska
      Communications employee. You can reach Rick by phone (907) 564-1290 or
      email (rick.qranbois@acsalaska.com).
    

    
      

      


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      

      [Alaska Communications Letterhead]
    

    
      

      February 25, 2011
    

    
      

      


    

    
      Wayne Graham
3449 Chelan Drive
West Linn, Oregon 97068
    

    
      

      

      Dear Wayne:
    

    
      This letter is to confirm our understanding regarding your work location
      and arrangements for your  position as CFO of the Company:
    


    	
          1.
        	
          Your primary location of work will be in our Hillsboro offices at
          19720 NW Tanasbourne Drive, Suite 100, Hillsboro, Oregon, 97124.
        
	
          2.
        	
          You will work out of our Anchorage offices at 600 Telephone Ave,
          Anchorage AK 99503, every other week.
        
	
          3.
        	
          As long as your primary work location remains in our Hillsboro
          office, the Company will match your first 6% annual contribution to
          our 401K plan. The Company's contribution fully vests when paid. The
          Company may change the plan provisions at a future date.
        
	
          4.
        	
          The Company will defray the cost of your air travel between our
          Hillsboro and Anchorage offices up to $20,000 a year for a period of
          3 years starting on the date of your employment with us.
        
	
          5.
        	
          Additionally, the company will also provide reimbursement for you to
          maintain an apartment in Anchorage for a period of 6 months, not to
          exceed $1,600 per month, starting the date of your employment with
          us. You will also have the use of a Company fleet vehicle when you
          are in Anchorage for the first six months of your employment.
        


    

    
      

      


    

    
      Best regards,
    

    
      /s/ Anand Vadapalli
    

    
      Anand Vadapalli
President and CEO
    

    
      

      

      cc:        Employee
    

    
      

      


    


    	
          
            Accepted: /s/ Wayne Graham
          

        	
          
            Date: 2/27/11