EX-10.1






December 31, 2008



Mr. David Wilson



Re: Employment Agreement



Dear David,



Thank you for your excellent leadership at ACS since your joining the firm in March of 2004.
It is a result of our confidence in your ability to continue to contribute at the highest level to
ACS’ future that we offer you a continued and expanded role as CFO and EVP of ACS. Given your
current employment agreement term ends on March 1, 2009 (with a renewal notice date of December 1,
2008), we would like to take this opportunity to recognize your contributions and extend your
leadership position at the company for another 3 years. We hope you accept this offer.



As CFO, your duties will include all Finance functions, you will continue to report to the CEO
and to interface significantly with the full Board of Directors and the Audit Committee. The
expanded role will now entail your leadership over the company’s business development initiatives.



The remainder of this letter summarizes new compensation elements as well as new streamlined
language that has been recently developed and authorized by the Compensation Committee of the Board
of Directors.



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



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



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



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



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



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



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



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



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



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




	 	•	 	2008 ACS Compensation Policy






	 	•	 	2008 Officer Severance Program





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



This Agreement is to be governed by and construed in accordance with the laws of the State of
Alaska. Any controversy or claim arising out of or relating to this Agreement, or breach of this
Agreement is to be settled by arbitration in Anchorage by a single neutral arbitrator in accordance
with the Alaska Revised Uniform Arbitration Act; provided, however, that if any
controversy or claim arises between the parties under Sections 10 through 15 of this Agreement, or
in the event ACS is otherwise seeking equitable relief, ACS will not be required to arbitrate that
controversy or claim but will have the right to institute judicial proceedings in any court of
competent jurisdiction with respect to such controversy or claim. If such judicial proceedings are
instituted, you and ACS agree that such proceedings will not be stayed or delayed pending the
outcome of any arbitration proceeding under this Agreement.



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



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




Very truly yours,




ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.




By: /s/ Liane Pelletier

Liane Pelletier

President, CEO, Chairman




AGREED TO AND ACCEPTED:



/s/ David Wilson



David Wilson