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