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.
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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.
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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
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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