Exhibit 10.4


 


AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


 


This Amended and Restated Employment Agreement (the “Agreement”)
is made, entered into and is effective as of the date of signing, as shown
below (the “Effective Date”), by and between iPCS Wireless, Inc., a
Delaware corporation (the “Company”), and John J. Peterman (“Executive”), and,
for the limited purposes specified herein, iPCS, Inc. (“Parent”).


 


WITNESSETH THAT:


 


WHEREAS, the Company and Executive have entered into a
certain Employment Agreement, dated as of August 24, 2004, as amended (the
“Original Agreement”);


 


WHEREAS, the Original Agreement was amended and restated effective as
of March 7, 2007 and was further amended as of February 22, 2008 (the
“Amended Agreement”);


 


WHEREAS, the Company and Executive desire to substitute this Agreement
for the Amended Agreement in its entirety effective as of the Effective Date
and the Amended Agreement shall thereafter have no force and effect;


 


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 continue to employ
Executive during the Employment Period (as defined below) and Executive hereby
agrees to continue to remain in the employ of the
Company and to provide services during the Employment Period in accordance with
this Agreement.  The “Employment Period”
shall be the period beginning on the Effective Date and ending on the fifth
anniversary thereof, unless sooner terminated as provided herein.


 


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 and the Employment Period shall expire on the later
of (a) the first anniversary of the effective date of the Change in
Control or (b) the last day of the Employment Period as determined under Section 1.  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 Senior Vice President of Sales and Marketing of the
Company and the Parent, at the direction of the Company’s Chief Executive
Officer (“CEO”) and/or the Chief Operating Officer (“COO”).  Executive shall have such duties and
responsibilities as may be assigned to Executive from time to time by the CEO
or COO, 


 

















 


shall perform all duties assigned to Executive
faithfully and efficiently, subject to the direction of the CEO or COO, 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 respective affiliates) or hold any other position with any business
without receiving the prior written consent of the CEO, which consent, with
respect to serving on 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 $245,000 (the “Annual Base Salary”),
which shall be payable in accordance with the normal payroll practices of the
Company.  Beginning on January 1, 2009 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 (“Compensation Committee”)
of the Parent’s Board of Directors (the “Board”), 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
50% of the Annual Base Salary for the year to which the bonus relates (the “Target
Incentive Bonus”).  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.  Notwithstanding any
other provision of this Section 4, the Target Incentive Bonus for fiscal
year 2008 shall be based on a full year notwithstanding that the Effective Date
occurs after the first day of the fiscal year.


 


After discussions with
Executive, the CEO and/or the Compensation Committee shall establish annual
incentive goals that provide Executive with the opportunity 


 


2

















 


to earn an annual
Incentive Bonus.  Such goals will be
delivered in writing to 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 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, provided, however, that in no
event shall the Incentive Bonus for any calendar year be paid later than March 15
of the year following the calendar year to which it relates.  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
Executive shall be entitled to a monthly car allowance of $750.00, which amount
shall be included in the Executive’s income.


 


(d)           Any
determinations of grants or awards 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.


 


(e)           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.


 


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


 


(g)           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.


 


3

















 


Notwithstanding the foregoing, reimbursements payable in accordance
with paragraph 4(f) which are taxable to Executive shall be made only if
the request for reimbursement is submitted by Executive no later than 270 days
after the calendar year in which the expenses were incurred and shall be paid
by the Company no later than December 31 of the year following the year in
which such expenses were incurred. In no event will the expenses eligible for
reimbursement under paragraph 4(f) during a taxable year of Executive
affect the expenses eligible for reimbursement in any other taxable year.


 


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.  Executive shall not be deemed to have a
Termination Date if he has not had a “separation from service” (within the
meaning of section 409A of the Code) with the Company.


 


(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) (other
than the payments in subparagraph 5(a)(v) which shall be payable as
provided in Exhibit B) 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.


 


4

















 


(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 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, 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), provided, however, that any
continuing payments to Executive under this subparagraph (c)(i) shall be
reduced by the value of any benefits paid to Executive for the same period of
time under any Company-paid long-term disability income replacement coverage;


 


(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 (the “Code”)(“COBRA”)
for the Continuation Period at a cost which is equal to that charged to
similarly situated 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 and provided that such continuation of health benefits
shall only be provided to Executive and Executive’s qualified beneficiaries
while Executive and Executive’s qualified beneficiaries, as applicable, remain
eligible for COBRA coverage;


 


(iii)          immediate vesting of any
and all stock options, shares of restricted stock, restricted stock units,
stock appreciation rights 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 


 


5

















 


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 Executive’s 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 (A) by the Company for any
reason other than Cause (and is not on account of Executive’s death,
Disability, or voluntary resignation, or the
mutual agreement of the parties or otherwise as pursuant to paragraph 5(e)), (B) by
Executive following the Company’s breach of this Agreement in any material
respect, or (C) by Executive after Executive’s principal place of
employment with the Company is relocated outside of the greater Chicago
metropolitan area, which, the parties acknowledge, constitutes a material
adverse change in geographic location under section 409A of the Code, 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 equal to that charged to similarly
situated 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 and provided that such continuation of health benefits shall only
be provided to Executive and Executive’s qualified beneficiaries while
Executive and Executive’s qualified beneficiaries, as applicable, remain
eligible for COBRA coverage;


 


(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, stock appreciation rights and other unvested
incentive awards then held by Executive as if Executive had completed one
additional year of service as of 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 


 


6

















 


payments and benefits under this paragraph 5(d).  If Executive’s
termination of employment is by Executive under clause (B) or (C) of paragraph
5(d), Executive shall be entitled to the payments and benefits described in
this paragraph 5(d) only if Executive provides the Company notice of the
existence of the condition described in such clause (B) or (C), as
applicable, within 90 days after the initial occurrence of such condition, the
Company fails to cure such condition within 30 days after such notice and
Executive terminates his employment with the Company within 180 days after the
initial occurrence of such condition.


 


All continuing salary payments required under this Section 5 shall
be payable to Executive in accordance with the normal payroll practices of the
Company except as otherwise provided herein. 
Payments to be made and benefits to be provided to Executive pursuant to
clauses (i), (ii) and (iii) of paragraph 5(d) shall be made or
shall commence on the 70th day after Executive’s Termination Date provided
that, as of the 60th day after Executive’s Termination Date, Executive has
executed a general release of claims against the Company and its affiliates in
the form set forth in Exhibit C to this Agreement (the “Release”) and the
time period during which Executive can revoke the Release has expired.  The vesting and, if applicable,
exercisability of awards under clause (iv) of paragraph 5(d) shall be
effective as of the date Executive has executed the Release and the time period
during which Executive can revoke the Release has expired. The Company shall
pay Executive “make-up” payments in an amount equal to the amounts which would
have otherwise been paid to Executive under paragraphs 5(d)(i) and (ii) had
such payments commenced as of Executive’s Termination Date rather than on the
70th day after Executive’s Termination. 
Such “make-up” payments shall be made within 10 days of the 70th day of
Executive’s Termination Date.  If
Executive has not executed the Release and the time period during which
Executive can revoke the Release has not expired by the 60th day following the
Termination Date, Executive shall forfeit all payments under paragraph 5(d).
Notwithstanding the preceding sentence, if the requirements relating to the
Release (the “Release Requirements”) are not satisfied due to a bona fide
dispute between the Company and Executive as to the payments and benefits to
which the Release Requirements relate (the “Subject Payments”) and Executive
and the Company enter into a settlement agreement relating to the Subject
Payments, then Executive shall be entitled to the Subject Payments (or the
applicable portion thereof) in accordance with this paragraph 5(d) as
though his Termination Date occurred on the earliest of (A) the date on
which the Company and Executive enter into a legally binding settlement of the
dispute, (B) the Company concedes that the Subject Payments are due, or (C) the
Company is required to make the Subject Payments pursuant to a final and
nonappealable judgment or other binding decision or, if later, the date on
which the Subject Payments would have otherwise been made under this paragraph
5(d) (the applicable date being referred to as the “Disputed Payment Date”);
provided, however, that Executive shall only be entitled to the Subject
Payments pursuant to the foregoing provisions of this sentence if Executive
makes prompt and reasonable good faith efforts to challenge the Company’s
determination with respect to the Subject Payments and he shall not be
considered to have made such prompt and reasonable good faith efforts unless he
provides written notice to the Company within 60 days after his Termination
Date and unless he takes further action to contest the Company’s determination
within 180 days after his Termination Date. 
If Executive is entitled to payments and benefits 


 


7

















 


pursuant to the preceding sentence, in no event shall such payments and
benefits be made later than the end of Executive’s taxable year in which the
Disputed Payment Date occurs.


 


(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 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) 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 sole 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.


 


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 


 


8

















 


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 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 one (1) year
after Executive’s Termination Date, 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 


 


9

















 


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


 


(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 or any of its affiliates is
materially engaged (provided that for periods after Executive’s Termination
Date, the foregoing shall apply only to businesses in which the Company or any
of its affiliates were 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”) in which
the Company or any of its affiliates has been granted the
right to carry on the Restricted Business or any other geographic area in which
the Company or any of its affiliates conducts the Restricted Business (provided
that for periods after Executive’s Termination Date, the foregoing shall apply
only to BTAs in which the Company or any of its affiliates has been granted the
right to carry on the Restricted Business, or other geographic areas in which
the Company or any of its affiliates conducts 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 


 


10

















 


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
and Tax Treatment.  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.  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.  Notwithstanding the foregoing, if withholding
from any amount payable under this Agreement is required prior to the payment
date for such amount and if such amount is subject to section 409A of the Code,
withholding from such amount shall be limited to (a) the amount required
to pay the tax imposed by the Federal Insurance Contributions Act (“FICA”)
under sections 3101, 3121(a) and 3121(v) of the Code on such amount
(the “FICA Amount”), and (b) income tax imposed under section 3401 of the
Code or the corresponding withholding provisions of applicable state, local or
foreign tax laws as a result of the payment of the FICA Amount and to pay the
additional income tax attributable to the pyramiding of wages under section
3401 and taxes.  Notwithstanding the
foregoing, the total amount of withholding pursuant to the preceding sentence
shall not exceed the aggregate FICA Amount and the income tax withholding
related to such FICA Amount.


 


11.           Section 409A
Delay in Payment.  Notwithstanding
any other provision of this Agreement to the contrary, if any payment hereunder
(including any payment made pursuant to any of the Exhibits attached hereto) is
subject to section 409A of the Code, if such payment is to be paid on account
of Executive’s separation from service (within the meaning of section 409A of
the Code) and if Executive is a specified employee (within the meaning of
section 409A(a)(2)(B) of the Code), such payment shall be delayed until
the first day of the seventh month following Executive’s separation from
service (or, if later, the date on which such payment is otherwise to be paid
under this Agreement). In the case of a series of payments, the first payment
shall include the amounts Executive would have been entitled to receive during
the six month waiting period.  Any such
determination shall be made in the reasonable judgment of the Company after
consultation with Executive. For purposes of section 409A of the Code, each
installment payment shall be considered a separate payment. To the extent that
any installment payments may not be made during the six month period following
Executive’s separation from service, such installment payments shall be made in
a lump sum payment on the first day of the seventh month following Executive’s
separation from service.


 


11
















 


12.                                 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.


 


13.                                 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.


 


14.                                 Waiver
of Breach.  The waiver by the Company
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.


 


15.                                 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.


 


16.                                 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. 
To the extent any payments made to Executive under this Section 16
are taxable to Executive, such payments will be made no later than December 31
of the year following the year in which the costs and expenses were incurred by
Executive.


 


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


 


18.                                 Amendment.  This Agreement may be amended or cancelled by
mutual Agreement of the parties in writing without the consent of any other
person.  Without limiting the
generality of the foregoing, if the parties determine that amendments of this
Agreement are necessary or desirable to conform this Agreement to the
requirements of section 409A of the Code, proposed or final Treasury
regulations or other guidance of general applicability issued 


 


12

















 


thereunder, the parties will use good faith efforts to
make amendments to the Agreement to conform the Agreement to section 409A while
preserving the benefit of the Agreement to all parties; provided, however, that
Executive is not under any obligation to agree to any such amendment and the
Company shall not be obligated to consent to any amendment that would increase
the cost of the Agreement to the Company; provided, however, that the Company’s
consent to such amendments shall not be unreasonably withheld where the cost of
such amendment is principally administrative and no additional benefits are
conferred on Executive other than to cause the Agreement to conform to the
requirements of section 409A.


 


19.                                 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.


 


20.                                 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, without limitation, the
Amended Agreement, 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.


 


13

















 


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 date shown
below.


 


	
   

  	
  iPCS Wireless, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Timothy M. Yager

  
	
   

  	
   

  
	
   

  	
  Its: President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  John J. Peterman

  
	
   

  	
  John J. Peterman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date: December 26, 2008

  



 


 


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

  



 


14

















 


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) within ninety days following the occurrence of an event
constituting 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 150% of Executive’s
Annual Base Salary, provided, however, that if the Change in
Control pursuant to which benefits under this Exhibit A are to paid to
Executive is not a change in the ownership or effective control of the Company within
the meaning of section 409A of the Code, Executive shall be entitled to a lump
sum payment equal to 50% of Executive’s Annual Base Salary and continuing
payments of Executive’s Annual Base Salary for one year (payable in accordance
with paragraph 4(a) of the Agreement);


 


(b)                                 continuation
of health benefits which are substantially similar to those provided
immediately prior to the Change in Control for Executive and Executive’s
qualified beneficiaries at a cost which is equal to that charged immediately
prior to the Change in Control to Executive, 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 and
shall only be provided for the portion of the period beginning on the
Termination Date and ending on the eighteen month anniversary of the
Termination Date during which Executive or Executive’s qualified beneficiaries,
as applicable, remain eligible to receive COBRA coverage;


 


(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, stock appreciation rights 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



 


1

















 


applicable performance targets had been satisfied, pro rated (on a
daily basis) through Executive’s Termination Date.


 


Continuing salary payments required under this Exhibit A, if any,
shall be payable to Executive in accordance with the normal payroll practices
of the Company except as otherwise provided herein.  To the extent any payments made to or on
behalf of Executive for health continuation benefits pursuant to paragraph 1(b) are
taxable to Executive, such payments shall be made no later than December 31
of the year following the year in which such premiums or claims are incurred
and in no event will the payments Executive is eligible for during a taxable
year of Executive affect the payments Executive is eligible for in any other taxable
year.  Payments to be made and benefits
to be provided to Executive pursuant to this Exhibit A (other than
paragraph (d)) shall be made or shall commence on the 70th day after Executive’s
Termination Date provided that, as of the 60th day after Executive’s
Termination Date, Executive has executed the Release and the time period during
which Executive can revoke the Release has expired. The vesting and, if
applicable, exercisability of awards under paragraph (d) shall be
effective as of the date Executive has executed the Release and the time period
during which Executive can revoke the Release has expired. The Company shall
pay Executive “make-up” payments in an amount equal to the amounts which would
have otherwise been paid to Executive under paragraph 1(a) (but only with
respect to salary continuation payments, if any) and paragraph 1(b) had
such payments commenced as of Executive’s Termination Date rather than on the
70th day after Executive’s Termination Date. 
Such “make-up” payments shall be made within 10 days of the 70th day of
Executive’s Termination Date.  If
Executive has not executed the Release and the time period during which
Executive can revoke the Release has not expired by the 60th day following the
Termination Date, Executive shall forfeit all payments under this Exhibit A.  Notwithstanding the preceding sentence, if
the Release Requirements are not satisfied due to a bona fide dispute between
the Company and Executive as to the payments and benefits to which the Release
Requirements under this Exhibit A relate (the “Exhibit A Subject
Payments”) and Executive and the Company enter into a settlement agreement
relating to the Exhibit A Subject Payments, then Executive shall be
entitled to the Exhibit A Subject Payments (or the applicable portion
thereof) in accordance with this Exhibit A as though his Termination Date
occurred on the earliest of (A) the date on which the Company and
Executive enter into a legally binding settlement of the dispute, (B) the
Company concedes that the Exhibit A Subject Payments are due, or (C) the
Company is required to make the Exhibit A Subject Payments pursuant to a
final and nonappealable judgment or other binding decision or, if later, the
date on which the Exhibit A Subject Payments would have otherwise been
made under this Exhibit A (the applicable date being referred to as the “Disputed
Exhibit A Payment Date”); provided, however, that Executive shall only be
entitled to the Exhibit A Subject Payments pursuant to the foregoing
provisions of this sentence if Executive makes prompt and reasonable good faith
efforts to challenge the Company’s determination with respect to the Exhibit A
Subject Payments and he shall not be considered to have made such prompt and
reasonable good faith efforts unless he provides written notice to the Company
within 60 days after his Termination Date and unless he takes further action to
contest the Company’s determination within 180 days after his Termination
Date.  If Executive is entitled to
payments and benefits pursuant to the preceding sentence, in no 


 


2

















 


event shall such payments and benefits be made later than the end of
Executive’s taxable year in which the Exhibit A Disputed Payment Date
occurs.


 


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, including, without limitation, a material diminution or reduction in
Executive’s office or responsibilities or a material reduction in Executive’s
rate of compensation or a material adverse change in Executive’s reporting
relationship, (b) the relocation of Executive to a location that is not
within 25 miles of Executive’s then current principal place of business and
more than 25 miles from Executive’s then current principal residence
which, the parties acknowledge, constitutes a material adverse change in
geographic location under section 409A of the Code, 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) and such
failure results in a material negative change to Executive, 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.  For
purposes of the foregoing, there shall be deemed to be a material diminution or
reduction in Executive’s office or responsibilities or a material adverse
change in Executive’s reporting responsibilities if Executive ceases to report
to the CEO and/or the COO. Notwithstanding the foregoing, Executive’s
termination of employment shall not be on account of Good Reason unless
Executive provides notice to the Company of the existence of the condition
constituting “Good Reason” pursuant to this Section 2 within 90 days after
the initial existence of the condition, and the Company fails to remedy such
condition within 30 days after such notice and Executive terminates his
employment within 180 days after the initial occurrence of such condition.


 


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.


 


4.             Noncompetition.  Notwithstanding the provisions of Section 7
of the Agreement to the contrary, if the provisions of this Exhibit A
apply, for periods after Executive’s Termination Date, the Restricted Business
and the Restricted Territory (as defined in Section 7 


 


3

















 


of the Agreement) shall be determined as of the date immediately
preceding the effective date of the Change in Control.


 


4

















 


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.  The Company shall
provide such notice no later than twenty (20) days after there has been a
Payment.  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 section 4999 of the Code at the time of the initial
determination by the Accounting Firm 


 


1

















 


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.  Notwithstanding any
provision to the contrary, all Underpayments shall be paid by the Company to
Executive by the end of the calendar year next following the calendar year in
which Executive remits the related taxes.


 


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 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 


 


2

















 


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


 


AGREEMENT AND GENERAL RELEASE


 


THIS AGREEMENT AND GENERAL RELEASE (the “Release”) is
made and entered into as of this        day of                     ,
200  , by and between iPCS Wireless, Inc., its
parent, iPCS, Inc.,  (collectively,
the “Company”),
and
                    
(the “Employee”).


 


FOR VALUABLE CONSIDERATION, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1.             Termination of Employment.  The
Employee and the Company agree that the Employee’s employment with the
Company terminated effective
                              .  The Employee further agrees that without
prior written consent of the Company he will not hereafter seek reinstatement,
recall or reemployment with the Company.


 


2.             Severance Payment.


 


(a)                                  A description of the payments to which the
Employee may be entitled upon termination of employment are contained in Section 5
of the Amended and Restated Employment Agreement dated
                      ,
2008 and/or in Exhibits A and B thereto, both of which are incorporated
by reference herein.


 


(b)                                 The payments described in this Paragraph 2
are over and above that to which the Employee would be otherwise entitled to
upon the termination of his employment with the Company,
absent executing this Release, notwithstanding the terms of the Amended and
Restated Employment Agreement. Employee
affirms that he has agreed in the Amended and Restated Employment Agreement
that he is only entitled to such payments if he executes this Agreement and General
Release.


 


3.             General Release.  In
consideration of the payments to be made by the Company to the Employee in
Paragraph 2 above, the Employee, with full understanding of the contents and
legal effect of this Release and having the right and opportunity to consult
with his counsel, releases and discharges the Company, its shareholders,
officers, directors, supervisors, managers, employees, agents, representatives,
attorneys, parent companies, divisions, subsidiaries and affiliates, and all
related entities of any kind or nature, and its and their predecessors,
successors, heirs, executors, administrators, and assigns (collectively, the “Company Released
Parties”) from any and all claims, actions, causes of
action, grievances, suits, charges, or complaints of any kind or nature
whatsoever, that he ever had or now has, whether fixed or contingent,
liquidated or unliquidated, known or unknown, suspected or unsuspected, and
whether arising in tort, contract, statute, or equity, before any federal,
state, local, or private court, agency, arbitrator, mediator, or other entity,
regardless of the relief or remedy, arising prior to the execution of this
Release.  Without limiting the generality
of the foregoing, it being the intention of the parties to make this Release as
broad and as general as the law permits, this Release specifically includes any and all subject matters and claims
arising from any 


 


1

















 


alleged violation by the Released Parties under the Age Discrimination
in Employment Act of 1967, as amended; Title VII of the Civil Rights Act of
1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights
Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as amended; the
Employee Retirement Income Security Act of 1974, as amended; the Illinois Human
Rights Act, the Ohio Civil Rights Act, and other similar state or local laws;
the Americans with Disabilities Act; the Worker Adjustment and Retraining
Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order
11141; and any other statutory claim, employment or other contract or implied
contract claim, claim for equity in the Company, or common law claim for
wrongful discharge, breach of an implied covenant of good faith and fair
dealing, defamation, or invasion of privacy arising out of or involving his
employment with the Company, the termination of his employment with the
Company, or involving any continuing effects of his employment with the Company
or termination of employment with the Company; provided, however, that
nothing herein waives or releases the Employee’s rights to any payments or
benefits the Company is required to pay or provide pursuant to the terms of the
Amended and Restated Employment Agreement, including but not limited to,
payments owing under Exhibit A and B thereof, or this Release.  The Employee further acknowledges that he is
aware that statutes exist that render null and void releases and discharges of
any claims, rights, demands, liabilities, action and causes of action which are
unknown to the releasing or discharging
part at the time of execution of the release and discharge.  The Employee hereby expressly waives,
surrenders and agrees to forego any protection to which he would otherwise be
entitled by virtue of the existence of any such statute in any jurisdiction
including, but not limited to, the State of Illinois.


 


4.             Covenant Not to Sue.  The
Employee agrees not to bring, file, charge, claim, sue or cause, assist, or
permit to be brought, filed, charged or claimed any action, cause of action, or
proceeding regarding or in any way related to any of the claims described in
Paragraph 3 hereof, and further agrees that his Release is, will constitute and
may be pleaded as, a bar to any such claim, action, cause of action or
proceeding.  If any government agency or
court assumes jurisdiction of any charge, complaint, or cause of action covered
by this Release, the Employee will not seek and will not accept any personal
equitable or monetary relief in connection with such investigation, civil
action, suit or legal proceeding.


 


5.             No Disparaging, Untrue Or Misleading
Statements.  The Employee 
represents that he has not made, and agrees that he will not make, to
any third party any disparaging, untrue, or misleading written or oral
statements about or relating to, respectively, the Company, its products or
services (or about or relating to any officer, director, agent, employee, or
other person acting on the Company’s behalf), or the Employee.  The Company represents that none of its
senior officers or members of its Board of Directors  has made, and will not make, any disparaging,
untrue, or misleading written or oral statements about or relating to the
Employee.


 


6.             Severability.  If
any provision of this Release shall be found by a court to be invalid or
unenforceable, in whole or in part, then such provision shall be construed
and/or modified or restricted to the extent and in the manner necessary to
render the same 


 


2

















 


valid and enforceable, or shall be deemed excised from this Release, as
the case may require, and this Release shall be construed and enforced to the
maximum extent permitted by law, as if such provision had been originally
incorporated herein as so modified or restricted, or as if such provision had
not been originally incorporated herein, as the case may be.  The parties further agree to seek a lawful
substitute for any provision found to be unlawful; provided, that, if the
parties are unable to agree upon a lawful substitute, the parties desire and
request that a court or other authority called upon to decide the
enforceability of this Release modify the Release so that, once modified, the
Release will be enforceable to the maximum extent permitted by the law in
existence at the time of the requested enforcement.


 


7.             Waiver.  A waiver by the Company of a
breach of any provision of this Release by the Employee shall not operate or be
construed as a waiver or estoppel of any subsequent breach by the
Employee.  No waiver shall be valid
unless in writing and signed by an authorized officer of the Company.


 


8.             Non-Disclosure.  The
Employee agrees that he will keep the terms and amounts set forth in this
Release completely confidential and will not disclose any information
concerning this Release’s terms and amounts to any person other than his
attorney, accountant, tax advisor, or immediate family.


 


9.             Confidentiality. 
Employee agrees that he will abide by the terms set forth in Paragraphs
6 and 7 of the Amended and Restated Employment Agreement dated
                        ,
2008.


 


10.           Return of Company Materials. Employee represents that he has returned
all Company property and all originals and all copies, including electronic and
hard copy, of all documents, within his possession at the time of the execution
of this Agreement, including but not limited to the laptop computer, printer,
Blackberry device, telephone, and credit card, as may be applicable.


 


11.           Representation. 
Employee hereby agrees that this release is given knowingly and
voluntarily and acknowledges that:


 


(a)                                  this Agreement is written in a manner
understood by Employee;


 


(b)                                 this release refers to and waives any and all
rights or claims that he may have arising under the Age Discrimination in
Employment Act, as amended;


 


(c)                                  Employee has not waived any rights arising
after the date of this Agreement;


 


(d)                                 Employee has received valuable consideration
in exchange for the release in addition to amounts Employee is already entitled
to receive; and


 


(e)                                  Employee has been advised to consult with an
attorney prior to executing this Agreement.


 


3

















 


12.           Consideration and Revocation. 
Employee is receiving this Agreement on
                    ,
200  , and Employee shall be given twenty-one (21) days from receipt
of this Agreement to consider whether to sign the Agreement.  Employee agrees that changes or modifications
to this Agreement do not restart or otherwise extend the above twenty-one (21)
day period.  Moreover, Employee shall
have seven (7) days following execution to revoke this Agreement in
writing to the Secretary of the Company and the Agreement shall not take effect
until those seven (7) days have ended.


 


13.           Future Cooperation.  In
connection with any and all claims, disputes, negotiations, investigations,
lawsuits or administrative proceedings involving the Company which
relate to periods of time during the Employment Period (as defined in the
Amended and Restated Employment Agreement), the Employee agrees to make himself
reasonably available, upon reasonable notice from the Company and without the
necessity of subpoena, to provide information or documents, provide
declarations or statements to the Company, meet with attorneys or other
representatives of the Company, prepare for and give depositions or testimony,
and/or otherwise cooperate in the investigation, defense or prosecution of any
or all such matters.  The Employee shall
be reimbursed for reasonable costs and expenses incurred by him as a result of
actions taken pursuant to this Paragraph 13. 
It is expressly agreed and understood that the Employee will provide
only truthful testimony if required to do so, and that any payment to him is
solely to reimburse his expenses  and
costs for cooperation with the Company. 
Nothing in this Paragraph 13 is intended to require Employee to expend
an unreasonable period of time in
activities required by this Paragraph.


 


14.           Amendment.  This Release may not be
altered, amended, or modified except in writing signed by both the Employee and
the Company.


 


15.           Joint Participation.  The
parties hereto participated jointly in the negotiation and preparation of this
Release, and each party has had the opportunity to obtain the advice of legal
counsel and to review and comment upon the Release.  Accordingly, it is agreed that no rule of
construction shall apply against any party or in favor of any party.  This Release shall be construed as if the
parties jointly prepared this Release, and any uncertainty or ambiguity shall
not be interpreted against one party and in favor of the other.


 


16.           Binding Effect; Assignment.  This
Agreement and the various rights and obligations arising hereunder shall inure
to the benefit of and be binding upon the parties and their respective
successors, heirs, representatives and permitted assigns.  Neither party may assign its respective
interests hereunder without the express written consent of the other party.


 


17.           Applicable Law.  This
Release shall be governed by, and construed in accordance with, the laws of the
State of Illinois, and any court action commenced to enforce this Release shall
have as its sole and exclusive venue the County of Cook, Illinois.


 


4

















 


18.           Execution of Release.  This
Release may be executed in several counterparts, each of which shall be
considered an original, but which when taken together, shall constitute one
Release.


 


PLEASE READ THIS AGREEMENT
AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT.  THIS AGREEMENT CONTAINS A RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS, INCLUDING THOSE UNDER THE FEDERAL AGE DISCRIMINATION
IN EMPLOYMENT ACT, AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING DISCRIMINATION
IN EMPLOYMENT.


 


If
Employee signs this Agreement less than 21 days after he receives it from the
Company, he confirms that he does so voluntarily and without any pressure or
coercion from anyone at the Company.


 


IN WITNESS WHEREOF, the Employee and the
Company have voluntarily signed this Agreement and General Release on the date
set forth below.


 


	
  iPCS, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Employee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date

  



 


5