Exhibit 10.1


 


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 its signing, as shown
below, (the “Effective Date”), by and between iPCS Wireless, Inc., a
Delaware corporation (the “Company”), and Timothy M. Yager, (“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 July 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 President
and Chief Executive Officer of the Company and the Parent, at the direction of
the Board of Directors of the Parent (the “Board”). Executive shall have such
duties and responsibilities as may be assigned to Executive from time to time
by the Board, shall perform all duties assigned to Executive faithfully and
efficiently, subject to the direction of the Board 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. So long as Executive is the Chief Executive
Officer of the Parent, he shall serve as member of the Board and if the Parent
forms an Executive Committee of the Board, Executive shall serve as a member of
such committee. 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 Board, 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 Board, 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 $495,000 (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 Board and/or
the Compensation Committee of the Board (the “Compensation Committee”), 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 100%  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 Compensation Committee shall establish annual incentive goals
that provide Executive with the opportunity 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


 


2

















 


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 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)                                  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.


 


(d)                                 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 Board.


 


(e)                                  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.


 


(f)                                    The Company shall
provide Executive with all other perquisites approved by the Board from time to
time, including reimbursement for legal and financial planning professional
fees incurred by Executive in an amount up to $5,000 per year. If any such perquisites
are subject to section 409A of the Code, such perquisites shall be provided
pursuant to an arrangement that provides an objectively determinable,
nondiscretionary definition or description of the type of perquisites to be
provided.


 


(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 paragraphs 4(e) and
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 paragraphs 4(e) and 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.


 


(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


 


4

















 


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 date on which Executive violates the provisions of Sections 6 or 7 of this
Agreement. 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


 


5

















 


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 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
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.


 


6

















 


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 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


 


7

















 


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 Board and after expiration of a cure period of 30 days following Executive’s
receipt of written notice from 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 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 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 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,


 


8

















 


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 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


 


9

















 


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 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


 


10

















 


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.


 


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


 


11

















 


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 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.


 


12
















 


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/ Brian J. O’Neil

  
	
   

  	
  Its: 

  	
  SVP, General Counsel & Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Timothy M. Yager

  
	
   

  	
  Timothy M. Yager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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/ Brian J. O’Neil

  
	
   

  	
  Its: 

  	
  SVP, General Counsel &
  Secretary

  



 


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 three times 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 two times 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 to Executive immediately
prior to the Change in Control, 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 36-month anniversary of the Termination Date
during which Executive or Executive’s qualified beneficiaries, as applicable,
remain eligible to receive COBRA coverage or would have otherwise remained
eligible to receive COBRA coverage if the maximum coverage period under COBRA
were 36 months;


 


(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 


 


A-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 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.


 


A-2

















 


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 overall 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 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, and serve on, the Board or, in the event of a Change in
Control by reason of a transaction with any Sprint PCS Affiliate and its
Affiliates (as those entities are defined in the Indenture), the Board of
Directors (or comparable governing body) of the ultimate parent in the chain of
companies which includes the Company. 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 of the Agreement)
shall be determined as of the date immediately preceding the effective date of
the Change in Control.


 


A-3

















 


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 


 


B-1

















 


determination by the Accounting Firm 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 


 


B-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.


 


B-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 


 


 


 


C-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 valid and enforceable, or shall be deemed excised from this Release,
as the case may 


 


 


C-2





















 


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.


 


 


C-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 13.


 


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.


 


 


C-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

  



 


 


C-5