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                                                                   Exhibit 10.30

                                AIRGATE PCS, INC.
                  2001 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

1. Name of Plan. This plan shall be known as the "AirGate PCS, Inc. 2001
Non-Employee Director Compensation Plan" and is referred to herein as the
"Plan."

2. Purposes of Plan. The purposes of the Plan are (i) to enable AirGate PCS,
Inc. (the "Company") to retain qualified individuals to serve as Directors by
providing for their compensation and (ii) to further align the interests of
Directors with the interests of shareholders of the Company by providing them
with equity-based compensation.

3. Effective Date and Term. The Plan shall be effective as of May 1, 2001. The
Plan shall remain in effect until terminated by action of the Board.

4. Definitions. The following terms shall the meanings set forth below:

     "Administrative Committee" means a committee consisting of the Chief
     Executive Officer, the Chief Financial Officer and the General Counsel.

     "Annual Meeting" means an annual meeting of the shareholders of the
     Company.

     "Annual Retainer" means (i) for the current Plan Year, (A) $9,000 for
     Participants who chair one or more Board committees and (B) $7,500 for all
     other Participants, and (ii) for Plan Years commencing in 2002 and
     thereafter, (A) $12,000 for Participants who chair one or more Board
     committees and (B) $10,000 for all other Participants, or such other
     amounts specified from time to time by the Board.

     "Board" means the Board of Directors of the Company.

     "Common Stock" means the common stock, $0.01 par value, of the Company.

     "Company" means AirGate PCS, Inc., a Delaware corporation, its successors
     and assigns.

     "Director" means a member of the Board.

     "Management Plan" means the AirGate PCS, Inc. 1999 Stock Option Plan, and
     any subsequent plan approved by the Board and designated as the Management
     Plan for purposes of this Plan.

     "Non-Employee Director" means a Director who is not an employee of the
     Company.

     "Options" means options to purchase shares of Common Stock.

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     "Participant" has the meaning set forth in Section 5.

     "Plan" means this AirGate PCS, Inc. 2001 Non-Employee Director Compensation
     Plan.

     "Plan Year" means the period from the Effective Date through the day before
     the Annual Meeting in 2002 and each subsequent period beginning on the date
     of an Annual Meeting and ending on the day before the next Annual Meeting.

     "Restricted Stock" means shares of Common Stock which are forfeitable and
     nontransferable until they vest in accordance with their terms.

     "Fair Market Value" of the Common Stock as of any day means the average of
     the highest and lowest sales price for one share of Common Stock sold
     during normal business hours on Nasdaq on the immediately preceding trading
     day, as reported in The Wall Street Journal.

5. Eligible Participants. Any Non-Employee Director who is a Non-Employee
Director on the Effective Date or becomes a Non-Employee Director while this
Plan is in effect shall be a Participant, except that (i) Directors who are
former employees shall not be eligible to be a Participant for a period of one
year following the date of termination of employment and (ii) during any period
a Director is prohibited from participating in this Plan by their employer or
otherwise waive participation, such Director shall not be a Participant.

6. Annual Retainer.

          (a) Cash Payments. In consideration for his or her services as a
     Director, each Participant shall receive an amount equal to the Annual
     Retainer. To the extent not elected to be received in the form of Options
     or Restricted Stock, as provided herein, the Annual Retainer shall be paid
     in cash in equal monthly installments, provided that partial months shall
     be pro rated to reflect the actual days in such month served as a Director.

          (b) Option Election. For each Plan Year beginning in 2002 and
     thereafter, Participants may elect to receive 50% or more of the Annual
     Retainer (the "Options Election Amount") in Options having a value
     (determined in accordance with the Black-Scholes option valuation method)
     on the grant date equal to the Options Election Amount. Subject to there
     being sufficient shares available under the Management Plan for such
     awards, as determined by the Administrative Committee, the Options shall be
     issued on the first day of the Plan Year to which such Annual Retainer
     relates and shall vest on the first day of the following Plan Year. If a
     Participant receiving such Options ceases to be a Director prior to
     vesting, a pro rata portion of such Options shall vest on the date

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     of termination, based on the number of full months during the Plan Year in
     which the Participant served as a Director.

          (c) Stock Election. In the event that Restricted Stock is authorized
     for issuance under the Management Plan, for each Plan Year beginning in
     2002 and thereafter, Participants may elect to receive 50% or more of the
     Annual Retainer (the "Stock Election Amount") in Restricted Stock having a
     Fair Market Value on the date of grant equal to the Stock Election Amount.
     The Restricted Stock shall be issued on the first day of the Plan Year to
     which such Annual Retainer relates and shall vest on the first day of the
     following Plan Year. If a Participant receiving such Restricted Stock
     ceases to be a Director prior to vesting, a pro rata portion of such
     Restricted Stock shall vest on the date of termination, based on the number
     of full months during the Plan Year in which the Participant served as a
     Director.

          (d) Timing and Form of Elections. Elections to receive Options or
     Restricted Stock in lieu of cash, must be submitted on the dates, in the
     forms and under such terms as the Secretary of the Company shall determine.
     To the extent that the total elections to receive Options or Restricted
     Stock under the Plan for a given Plan Year exceed the shares then available
     under the Management Plan, such Options and Restricted Stock shall be
     granted pro rata among the Participants so electing such equity awards, and
     any excess Election Amounts shall be paid to the Participants in cash on
     the first day of the Plan Year.

7. Stock Options.

          (a) Initial Grant. For each Participant joining the Board on and after
     May 1, 2001, such Participant shall receive an initial grant of Options to
     acquire 5,000 shares of Common Stock. The Options shall vest in three equal
     installments on the first day of each Plan Year after the date of grant and
     shall have an exercise price equal to the Fair Market Value of the Common
     Stock on the date of grant.

          (b) Annual Grant. Each Participant shall also receive a grant of
     Options to acquire 5,000 shares of Common Stock on the first day of each
     Plan Year. The Options shall vest on the first day of the next Plan Year
     and shall have an exercise price equal to the Fair Market Value of the
     Common Stock on the date of grant.

          (c) Single Upfront Grant In Lieu of Annual Grant. In lieu of the
     annual grant provided in Section 7(b), Participants may elect to receive
     three years of Options in a single upfront grant of Options to acquire
     15,000 shares of Common Stock. If the Participant makes such an election,
     the Options shall vest in three equal installments on the first day of each
     Plan Year after the date of grant and shall have an exercise price equal to
     the Fair Market Value of the Common Stock on the date of grant.

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          (d) Transition. W. Chris Blane, John R. Dillon, Robert A. Ferchat and
     Barry J. Schiffman shall not be eligible to receive the initial grant
     described in Section 7(a) above, and shall not be entitled to a grant under
     Section 7(b) or (c) until the first day of the Plan Year beginning in 2002
     and unless they continue as a Director after the annual meeting in January,
     2002. [Robert A. Ferchat shall be entitled to an additional grant of 1,250
     Options on October 1, 2001. Such 1,250 Options shall vest on the first day
     of the 2003 Plan Year.]

          (e) Form of Options. The Options shall be in the form and have the
     terms set forth in the form of Option attached as Exhibit A, with such
     changes as shall be deemed necessary or desirable by the Chief Executive
     Officer and the Secretary. Each Option may contain such other terms and
     conditions as the Administrative Committee may determine; provided that
     such other terms and conditions are not inconsistent with the provisions of
     this Plan.

8. Travel Expense Reimbursement. All Participants shall be reimbursed for
reasonable travel expenses (including spouse's expenses to attend events to
which spouses are invited) in connection with attendance at meetings of the
Board and its Directors, or other Company functions at which the Chief Executive
Officer requests the Participant to participate. If the travel expense is
related to the reimbursement of commercial airfare, such reimbursement will not
exceed first class fare. If the travel expense is related to reimbursement of
non-commercial air travel, such reimbursement shall not exceed the rate for
comparable travel by means of commercial airlines.

9. Insurance. The Company shall maintain director's and officer's insurance with
reputable carriers of at least $15 million. The Company shall also make
available upon request to Participants health insurance coverage similar to that
provided to employees, but costs shall be borne by the Participant.

10. Adjustments. In the event a stock dividend is declared upon the Common
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Stock, the number of Options to be granted to Participants in accordance with
Section 7 hereof shall be increased proportionally, and the shares of Common
Stock then subject to each Option shall be increased proportionately without any
change in the aggregate exercise price therefor. In the event the Common Stock
shall be changed into or exchanged for a different number or class of shares of
stock or securities of the Company or of another corporation, whether through
reorganization, recapitalization, reclassification, share exchange, stock
split-up, combination of shares, merger or consolidation, or otherwise, the
number of Options to be granted to Participants in accordance with Section 7
hereof shall be adjusted proportionately, and the Options and awards of
Restricted Stock granted pursuant to the Plan shall be adjusted as provided in
the Management Plan.

11. Amendment, Modification and Termination of Plan. The Board may, at any time
and from time to time, amend, modify or terminate the Plan without stockholder
or Participant approval; provided, however, that the Board may condition any
amendment or modification on the approval of stockholders of the Company if such
approval is necessary or deemed advisable with respect to tax, securities or
other applicable laws,

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policies or regulations. No amendment, modification or termination of the Plan
shall adversely affect any outstanding Option or Restricted Stock award, without
the written consent of the Participant.

12. Amendment, Modification or Termination of Outstanding Options. At any time
and from time to time, the Board may amend, modify or terminate any outstanding
Option without approval of the Participant; provided, however, that, subject to
the terms of the applicable Option Agreement, such amendment, modification or
termination shall not, without the Participant's consent, reduce or diminish the
value of such Option determined as if the Option had been exercised, vested,
cashed in or otherwise settled on the date of such amendment or termination.

13. No Stockholder's Rights. No Option gives the Participant any of the rights
of a stockholder of the Company unless and until shares of Common Stock are in
fact issued to such person in connection with such Option.

14. No Right to Continued Board Membership. Nothing in the Plan shall limit in
any way the right of the Board to nominate any Director for reelection by the
Company's shareholders or limit the rights of the Board or the shareholders to
remove any Directors.

15. Unfunded Status of Plan. The Plan is intended to be an "unfunded" plan for
incentive and deferred compensation of Non-Employee Directors. With respect to
any payments not yet made to a Participant, nothing contained in the Plan shall
give the Participant any rights that are greater than those of a general
creditor of the Company The Administrative Committee may authorize the creation
of trusts or other arrangements to meet the obligations created under the Plan
to deliver Common Stock or make payments, so long as the existence of such
trusts or other arrangements is consistent with the unfounded nature of the
Plan.

16. Administration. The Plan shall be administered by the Administrative
Committee, which shall have full authority to construe and interpret the Plan,
to establish, amend and rescind rules and regulations relating to the Plan, and
to take all such actions and make such determinations in connection with the
Plan as it may deem necessary or desirable.

17. Fractional Shares. No fractional shares of Stock shall be issued and the
Administrative Committee shall determine, in its discretion, whether such
fractional shares shall be disregarded or eliminated by rounding up.

18. Government Regulations. The obligation of the Company issue Common Stock
pursuant to the Plan or upon the exercise of Options or otherwise shall be
subject to all applicable laws, rules, and regulations, and to such approvals by
government agencies as may be required. The Company shall be under no obligation
to register under the 1933 Act, or any state securities act, any of the shares
of Common Stock issued in connection with the Plan. The transfer of shares
issued in connection with the Plan may in certain circumstances be exempt from
registration under the 1933 Act, and the Company may restrict the transfer of
such shares in such manner as it deems advisable to ensure the

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availability of any such exemption.

19. Governing Law. To the extent not governed by federal law, the Plan and all
Options and Restricted Stock shall be construed in accordance with and governed
by the laws of the State of Delaware.

20. Number and Source of Shares Available. All Options and Restricted Stock
issued under the Plan shall automatically be granted under the Management Plan
and shall reduce the number of shares available under the Management Plan. The
terms contained in the Management Plan are incorporated into and made a part of
this Plan with respect to Options and Restricted Stock granted pursuant hereto
and any such awards shall be governed by and construed in accordance with the
Management Plan. In the event of any actual or alleged conflict between the
provisions of the Management Plan and the provisions of this Plan, the
provisions of the Management Plan shall be controlling and determinative.

21. Miscellaneous.

          (a) The expenses of administering the Plan shall be borne by the
     Company.

          (b) The titles and headings of the Sections in the Plan are for
     convenience of reference only, and in the event of any conflict, the text
     of the Plan, rather than such titles or headings, shall control.

          (c) Except where otherwise indicated by the context, any masculine
     term used herein also shall include the feminine; the plural shall include
     the singular and the singular shall include the plural.

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