Exhibit 10.28




			
	February 12, 2013	  	Exhibit 10.28

 David Eisenberg 

Sr. VP, Chief Revenue Officer 
 Dear David,

 Please find here an overview of your compensation for 2012 and 2013, and information on your eligibility for a Special Incentive. 

 

	1.	For the performance year 2012: 

  

	 	a.	Base Pay: is the regular rate of pay you receive. Your base pay was at the annual rate of $250,000.00. 


 

	 	b.	Cash Incentive: You are eligible for a $250,000.00 target annual cash incentive. Your actual incentive payment (a) will vary based on your and our
company’s performance, (b) is earned and paid only after completion of the year-end financial audit, and (c) is paid only to employees who continue to be regular, full time employees at the time payment is made in the year following
the performance year. 

 70% of your cash incentive is earned on the basis of company performance as below:

  

																			
	 Company Performance Goal
	  	Weight	 	 	Target
($M)	  	Min threshold for
50% payout	 	 	 Payout Ratio up to
100%
	  	Max threshold for
200% payout	 	 	 Payout ratio
up to
200%

	 EBITDA
	  	 	50	% 	 	$127.1	  	 	95	% 	 	1% range = 10% payout	  	 	105	% 	 	1% range = 20% payout
	 Adjusted Revenue
	  	 	50	% 	 	$315.4	  	 	90	% 	 	1% change = 5% payout adjustment	  	 	110	% 	 	1% change =10% payout adjustment

 Note: Cash incentive details are subject to change at the discretion of the company. 

The remaining 30% of your cash incentive is earned on the basis of individual performance. 

 

	 	c.	Equity Program: You received an award of 26,266 units comprising 11,820 Restricted Stock Units (RSUs) and 14,446 Performance Stock Units (PSUs). This equity
grant represented a 35% reduction in your target equity grant for the year, reflecting the reduction in shareholder value in 2011. 









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 February 12, 2013 
  

 The RSUs will vest in their entirety this year. The PSUs vest in three parts over three
years, if we meet certain company financial goals. The goal for vesting of the first third of these PSUs is based on Free Cash Flow performance for the year 2012 as below. Equity awards will generally only vest as long as you remain employed here on
the vesting date. 
  

																			
	 Company Performance Goal
	  	Weight	 	 	Target
($M)	 	  	Range for 100%
payout	 	  	Min threshold
for payout	 	 	 Payout ratio for 80-90%

	 Free Cash Flow
	  	 	100	% 	 	$	31.7	  	  	 	390%	  	  	 	80.1	% 	 	1% below target = 10% fewer shares vesting

 Prior year equity grants of RSUs and any performance-accelerated RSUs will continue to vest according to
the vesting schedules established at the time of such grants. Vesting criteria for prior year PSUs have not been approved and will be posted on the stock plan administration website when available. 

You will receive more detailed notices from the Equity Program Administrator before March 31, 2013. 

 

	2.	For the performance year 2013: 

  

	 	a.	Base Pay: is the regular rate of pay you receive. Your base pay will now be at the annual rate of $300,000.00. 


 

	 	b.	Cash Incentive: You are eligible for a $180,000.00 target annual cash incentive. Your actual incentive payment (a) will vary based on your and our
company’s performance, (b) is earned and paid only after completion of the year-end financial audit, and (c) is paid only to employees who continue to be regular, full time employees at the time payment is made in the year following
the performance year. 

 70% of your cash incentive is earned on the basis of company performance as below:

  

																					
	 Company Performance Goal
	  	Weight	 	 	Target
($M)	 	  	Min threshold for
50% payout	 	 	 Payout Ratio up to
100%
	  	Max threshold for
150% payout	 	 	 Payout ratio up to
150%

	 Adjusted EBITDA
	  	 	50	% 	 	$	95	  	  	 	85	% 	 	1% range = 3.33% payout	  	 	105	% 	 	1% range = 10% payout
	 Adjusted Wireline Revenue
	  	 	50	% 	 	$	207.5	  	  	 	85	% 	 	1% change = 3.33% payout adjustment	  	 	105	% 	 	1% change = 10% payout adjustment

 Note: Cash incentive details are subject to change at the discretion of the company.









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 February 12, 2013 
  

 The remaining 30% of your cash incentive is earned on the basis of individual
performance. 
  

	 	c.	Long Term Incentive Compensation: You are eligible to receive: 

  

	 	i.	An award of Restricted Stock Units (RSUs) equivalent to 50% of your base salary rate. 


 

	 	ii.	A performance cash award equivalent to 50% of your base salary 

 The long-term incentive compensation vests over the next three years after granted. Equity awards will generally only vest as long as you remain employed here on the vesting date. 

The performance cash award will vest if we meet certain company financial goals. Performance cash will vest in three equal tranches in
early 2014, 2015 and 2016 based on performance for each prior year, respectively, as set forth in Exhibit A below: 
 You will
receive more detailed notices from the Equity Program Administrator before March 31, 2013. 
 Special Incentive: Additionally, you
are eligible for a special long-term award in recognition of the de-levering enabled by the AWN transaction. This grant is eligible to be the equivalent of $131,250 of PSUs, which would vest in accordance with the terms of the grant agreement.
Vesting will generally be in three equal tranches in early 2014, 2015 and 2016 based on the company’s achievement of the performance goal for each preceding year, respectively, as set forth in Exhibit A below. Amounts earned in excess of 100%
of the target will be paid out in cash. 
 This letter – all its contents and all related information – is competitive confidential
company information which you should not disclose to anyone except immediate family members. 
 David, we believe this compensation program
reflects the tremendous value you create for Alaska Communications. Thank you for your contribution to the Alaska Communications team. Working as one unit we can look forward to a great year ahead! 

Anand Vadapalli 
 Chief Executive
Officer & President 








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 February 12, 2013 
  

 Exhibit A 

 

																					
	 Company
Performance
Goal
	 	Weight	 	 	 Target
	 	Threshold
for 100%
payout	 	 	 Min
threshold for
50% payout
	 	 Payout ratio for
94%-100%
	 	  	 	 Max Threshold
for 200%
payout
	 	 Payout ratio for 100% to

106%

		 	 	100	% 	 	Performance Year 2013: 4.8	 	 	100	% 	 	94% = 5.09 leverage	 	1basis pt higher than target = 1.7% less performance cash equivalent vesting	 	 	 	106% = 4.51 leverage	 	1 basis pt lower than target = performance cash equivalent of 3.4%, up to 100% performance cash equivalent.
							 		
	 Year End Total Leverage
	 	 	100	% 	 	 Performance Year 2014:
 4.3
	 	 	100	% 	 	94% = 4.56 leverage	 	1basis pt higher than target = 1.9% less performance cash equivalent vesting	 	 	 	106%= 4.04 leverage	 	1 basis pt lower than target = performance cash equivalent of 5.9%, up to 100% performance cash equivalent.
							 		
		 	 	100	% 	 	 Performance Year 2015:
 3.8
	 	 	100	% 	 	94%= 4.03 leverage	 	1basis pt higher than target = 2.2% less performance cash equivalent vesting	 	 	 	106%= 3.57 leverage	 	1 basis pt lower than target = performance cash equivalent of 6.7%, up to 100% performance cash equivalent.