EX-10.1






December 15, 2008



Mr. Anand Vadapalli


803 Heatherglen Ct


Couthlake, TX 76092



Re: Employment Agreement



Dear Anand,



Thank you for your excellent leadership at ACS since joining the firm in August of
2006. It is a result of my and the full board’s confidence in your ability to continue to
contribute at the highest level to ACS’ future that we offer you a continued and expanded
role as EVP of Operations and Technology. We would like to take this opportunity to
recognize your contributions and extend your leadership position at the company for a 3
year term. We hope you accept this offer.



As EVP of Operations and Technology, your duties now include a significantly expanded
business created over the last year — a new submarine business, new terrestrial business
in Oregon and Washington and soon a second NOCC in North Carolina, as well as the
meaningful advances made in the state of Alaska vis a vis our expanded wireless footprint
and capabilities and expanded statewide wireline data network capabilities.



You will continue to report to the CEO of course and also continue to interface
significantly with the full Board of Directors. With your direct report team filled out with
new executives overseeing key parts of the company, and hundreds of millions of dollars spent
on expanded network assets under your leadership, the company is positioned to generate
significant value for our shareholders, and this new agreement recognizes your contribution
to that outcome.



Your compensation package will now include $275,000 base and a target of $275,000 in
annual cash incentive, participation in the Lead Team Equity program (currently with annual
RS and annual LTIP grants), and other benefits. Additionally, you will be granted 275,000
SARS and an additional Restricted Stock in the amount of $275,000. The incremental
restricted stock will be granted at signing, with 1/3 vesting on the date of signing and on
each of the next two anniversaries. The SARs will be granted at signing, and will vest 1/3
on the grant date and on each of the next two anniversaries. These two additional grants
will be memorialized in discrete agreements.



The remainder of this letter summarizes new streamlined language that has been
recently developed and authorized by the Compensation Committee of the Board of Directors,
for the purpose of communicating terms of executive employment.



Certain ACS policies are referenced in this agreement. Certain capitalized words used
in this Agreement are defined in our written policies. These Incorporated Policies (as
defined below), are incorporated by reference into and are an integral part of this
Agreement. The Incorporated Policies may change as our business evolves. You acknowledge
that we may, from time to time, change such policies to achieve, among other goals, best
practices in our marketplace, close alignment with shareholder value creation, or to comply
with laws.



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You will continue to be eligible to receive perquisites available generally to all
ACS personnel under the 2008 Compensation Policy.



You agree to abide by our minimum executive equity holding policy applicable to executive
officers set forth in the 2008 Compensation Policy. Based on your position, current policy
requires you to accumulate and hold a number of shares of common stock having value of at least
1.5 times your Base Pay within five years of the date you started work at ACS.



You acknowledge that you owe ACS the highest duty of loyalty. This means that you will never
make secret profits at ACS’s expense, will not accept favors from customers or manufacturers, and
will protect all ACS property, tangible and intangible, as if it were your own. You agree to abide
by the letter and spirit of our Corporate Compliance Policy. While acting as an employee of ACS,
you will not directly or indirectly, own an interest in, operate, control, or be connected as an
employee, agent, independent contractor, partner, shareholder or principal in any company which
markets products, goods or services which directly or indirectly compete with our business;
provided, however, you may continue to serve as a director, officer or member of various
professional, charitable and civic organizations in the same manner as immediately prior to the
execution of this Agreement.



You will at all times exercise good faith judgment to assure that our information reporting
system is in concept and design adequate to assure the Board of Directors that appropriate
information will come to its attention in a timely manner as a matter of ordinary course so that
it may satisfy its fiduciary responsibilities.



As an ACS employee, you will have access to trade secrets and confidential information about
our company, products, customers, and methods of doing business. During and after the termination
of your employment you agree to abide by our policy on Protection of Proprietary Information.



ACS hereby agrees, as a matter of contractual right, to indemnify you to the extent and in
the manner provided in Article VIII, Section 2 of ACS’ Amended and Restated Certificate of
Incorporation as in effect on the date of this Agreement.



You agree to execute and abide by the terms of the ACS Non-Disparagement, Non-Competition and
Non-Solicitation Agreement.



You agree to execute and abide by the terms of the ACS Confidentiality and
Invention Assignment Agreement.



You will be employed “at will” and, thus, ACS may terminate your employment at any time,
without prior notice, with or without cause. Likewise, you are free to resign at any time, with or
without notice. During the term of this agreement, if you are terminated without “Cause” or if you
resign for “Good Reason,” you will be entitled to severance benefits provided by our 2008 Officer
Severance Program. Generally, upon your resignation without “Good Reason,” or the occurrence of
your death or “Disability,” no severance benefits will be available under such program.



This Employment Agreement (Agreement), including the documents incorporated herein by
reference, represents the entire understanding among the parties with respect to the subject
matter of this Agreement, and this Agreement supersedes any and all prior understandings,
agreements, plans, and



negotiations, whether written or oral, with respect to the subject matter hereof, including
without limitation, any understandings, agreements, or obligations respecting any past or future
compensation, bonuses, reimbursements, or other payments. Except for changes made by the Company
to the Incorporated Policies (which may be amended from time to time in the discretion of the
Company and shall apply, as amended, to this Agreement) all modifications to the Agreement must be
in writing and signed by the party against whom enforcement of such modification is sought.
Without limiting the foregoing, the following documents are specifically incorporated herein by
reference (as they may be from time to time amended, the “Incorporated Policies”):




• 2008 ACS Compensation Policy


• 2008 Officer Severance Program



Notices and other communications under this Agreement must be in writing and must be given by
personal delivery, telecopier or telegram, or first class mail, certified or registered with return
receipt requested to the addresses first set forth above. You or ACS may change address for notices
by notice given in accordance with this section.



This Agreement is to be governed by and construed in accordance with the laws of the State of
Alaska. Any controversy or claim arising out of or relating to this Agreement, or breach of this
Agreement is to be settled by arbitration in Anchorage by a single neutral arbitrator in
accordance with the Alaska Revised Uniform Arbitration Act; provided, however, that if any
controversy or claim arises between the parties under the temis of this Agreement, or in the event
ACS is otherwise seeking equitable relief, ACS will not be required to arbitrate that controversy
or claim but will have the right to institute judicial proceedings in any court of competent
jurisdiction with respect to such controversy or claim. If such judicial proceedings are
instituted, you and ACS agree that such proceedings will not be stayed or delayed pending the
outcome of any arbitration proceeding under this Agreement.



This Agreement will be binding on, and inure to the benefit of, the executors, administrators,
heirs, successors, and assigns of the parties; provided, however, that except as expressly provided
in this Agreement, this Agreement may not be assigned either by you or ACS.



If this Agreement reflects our agreement, please countersign where indicated and return
the original to me.




Very truly yours,


ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.




By: /s/Liane Pelletier

Liane Pelletier

President, CEO, Chairman




AGREED TO AND ACCEPTED:



/s/ Anand Vadapalli


Anand Vadapalli




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