AIRGATE PCS INC /DE/
OFFER LETTER
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<TYPE>EX-10.27
<SEQUENCE>13
<FILENAME>dex1027.txt
<DESCRIPTION>OFFER LETTER
<TEXT>
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Exhibit 10.27

October 25, 2002

William H. Seippel
11388 Seneca Knoll Drive
Great Falls, VA 22066

Dear Will:

Please accept this letter as formal confirmation of the offer of employment that
I have earlier  extended to you. In the  sections of this letter that follow,  I
have outlined the terms of our offer and certain  conditions  pertaining thereto
should you accept this opportunity to join AirGate PCS, Inc.

Position:

Position title - Vice President and Chief Financial Officer

Salary:

Your  annual  base  salary  will be  $250,000.00  and  will be paid to you in 26
bi-weekly  installments  of  approximately  $9,615.38.  If  your  employment  is
terminated  during  the first year of  employment,  you will be  entitled  to an
amount  equal to your base salary until  October 31, 2003  payable  bi-weekly as
described in the previous sentence.

Your  performance  will  be  evaluated  during  the  first  six  months  of your
employment and,  assuming you have  successfully  achieved or made  satisfactory
progress  towards the  achievement  of agreed upon  performance  objectives  and
expectations  during this  period,  your annual base salary will be increased to
$275,000.00 (bi-weekly equivalent of approximately $10,576.92).

Short-Term Incentive:

You will be a designated  participant  in the AirGate PCS  short-term  incentive
program -"Development,  Performance,  and Rewards" (DPR). The Plan Year for this
incentive  program runs  concurrently  with AirGate's  fiscal year, which begins
October 1st of each  calendar  year and ends on September  30th of the following
calendar year.

Your  target  incentive  award  opportunity  for this  plan is 50% of your  base
salary.  The  actual  amount  of the  award  payment  for any Plan  Year will be
expressed as a percentage of your base salary and will be based on a combination
of the company's  achievement of specified  financial  results and your personal
achievement of individual goals,  objectives and performance  expectations.  You
will begin  participation in the DPR program for Plan Year 2003 (October 1, 2002
through  September 30, 2003) on the date of your  employment.  However,  for the
2003 Plan Year, you will be guaranteed an annual  incentive award payment of 50%
of the base  earnings paid to you during the Plan Year that shall be paid to you
on November 30, 2003, even if the Company  terminates  your employment  prior to
October 1, 2003. If you terminate  employment  with the Company prior to October
1, 2003, you will not be eligible for any bonus for Plan Year 2003.


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An outline of the DPR program will be provided to you and I will further discuss
the  details of the program  and  establish  individual  goals,  objectives  and
performance expectations with you.

Date of Hire:  Thursday October 24, 2002.

Long-Term Incentive Plan (LTIP):

You will be  designated  as a  participant  in the AirGate PCS,  Inc.  Long Term
Incentive Plan.  Subject to Board  approval,  you will receive a grant of 70,000
non-qualified  stock option shares and an award of 30,000 time based  restricted
stock  shares.  Your  stock  option  shares  will  vest  in  four  equal  annual
installments  with the  initial  25%  annual  installment  vesting  on the first
anniversary of the grant date and each subsequent 25% annual installment vesting
on each  grant  date  anniversary  thereafter.  The  time  restrictions  on your
restricted  stock award will lapse over a four-year  period such that 25% of the
shares will be transferred to you on the first anniversary of the award date and
the remaining  shares will be transferred to you in 25% annual  installments  on
each award date anniversary thereafter.

You will be eligible for continued  participation in this plan that will provide
you the  opportunity  to receive  future  grants  and/or  awards  subject to the
approval of the Board of Directors or a designated  Committee thereof. It is not
currently  contemplated  that you would  receive any  additional  grants  and/or
awards during fiscal year 2003.

Temporary  Living and  Relocation  Assistance:  You will be provided  relocation
assistance to include the  transportation  of your household  goods and personal
belongings  from your current to your new place of residence  and  assistance in
the sale of your  house  in  Great  Falls,  VA at such  point  in time  that you
relocate to Atlanta.  You will also be entitled to temporary living arrangements
in the Atlanta area.  The  Temporary  Living and  Relocation  Assistance is more
fully outlined in Addendum 1 that is attached hereto.

Severance: If you continue to remain employed with the Company after May 1, 2003
and you and the CEO  agree  that  your  employment  will  continue  and you will
relocate to  Atlanta,  you will be  entitled  to  severance  payments if you are
terminated  without cause by the Company in an amount equal to six months of the
then current base pay and  pro-rated  bonus at target.  "Cause" means any of the
following  acts by you, as  determined  by the CEO or the Board:  (A)  continued
neglect in the  performance  of duties  assigned to you (other than for a reason
beyond your control) or repeated  unauthorized  absences  during  scheduled work
hours;  (B) egregious and willful  misconduct,  including  dishonesty,  fraud or
continued  intentional  violation of Company  policies and  procedures  which is
reasonably  determined to be  detrimental  to the Company or an  affiliate;  (C)
conviction  of a  felonious  crime;  or (D)  repeated  material  failure to meet
reasonable  performance  criteria  established  by  the  CEO or  the  Board  and
communicated to you in writing.

It shall be a  condition  to a  payment  of  severance  that you sign a  general
release  of the  Company  of all  claims  you may have  against  the  Company in
substantially  the form  previously  executed by other  officers of the Company,
other than claims arising under your indemnification agreement with the Company.
It shall also be a condition  to receipt of  severance  payments  that you enter
into a  non-compete  agreement  for a period  of six  months  and a  non-solicit
agreement for a period of one year in substantially the following form:


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Non-compete: Executive covenants and agrees that, during the period beginning on
the  Separation  Date and  ending  six months  thereafter,  Executive  will not,
directly or  indirectly  (whether  as owner,  partner,  consultant,  employee or
otherwise) engage in the wireless  telecommunications business ("Business") in a
senior management capacity anywhere within the Service Area, as it is defined in
the  Sprint  PCS  Management  Agreement  between  SprintCom,  Inc.  and  AirGate
Wireless,  L.L.C.,  dated July 22, 1998 and the Sprint PCS Management  Agreement
among WirelessCo,  L.P., Sprint Spectrum L.P., SprintCom, Inc. and Illinois PCS,
L.L.C., dated January 22, 1999 (the "Territory");  provided that employment by a
provider of wireless  telecommunications  services  shall not be a violation  of
this  paragraph so long as 80% or more of the  licensed  POPs of the provider in
the territory in which  Executive  works or has  responsibility  are outside the
"Territory".

Non-solicit:  Due to the Executive's extensive knowledge of the specifics of the
Company's  business and its  customers  and clients,  Executive  agrees that, in
consideration of the payments and benefits that he is receiving hereunder, for a
period of one year following the Separation Date, he will not, without the prior
written consent of the Company, either directly or indirectly, on his own behalf
or in the  service or on behalf of others,  solicit  or contact  any  Restricted
Customer  for the purpose of offering any product or service sold by the Company
during the Executive's employment.  For purposes of this paragraph,  "Restricted
Customer"  shall  mean any  person or entity who  transacted  business  with the
Company during the year  preceding the  Separation  Date with whom Executive has
(i) had direct contact during his employment,  (ii) been a party to marketing or
sales  strategies  with  regard to, or (iii) been  privy to  marketing  or sales
strategies with regard to such persons or entities.

Executive  agrees that in  consideration  for the  payments  and  benefits he is
receiving hereunder,  for a period of one year following the Separation Date, he
will not, either directly or indirectly,  on his own behalf or in the service of
or on behalf of others  solicit,  divert or hire away,  or  attempt to  solicit,
divert or hire away any person employed by the Company.

Change of Control  Agreement:  If you remain  employed  by the Company on May 1,
2003  and you and the CEO  agree  your  employment  will  continue  and you will
relocate to Atlanta,  you will be  provided  with a Change of Control  Agreement
that will provide you with certain  compensation and benefits continuance should
there be a change of control of AirGate PCS,  Inc., as defined in the Agreement,
and your employment is terminated for specified  reasons,  other than for cause,
as a result thereof. A summary of the terms and conditions of this agreement are
set forth in Addendum 2 that is attached hereto.

Contingent nature of offer:

This offer and all of its terms are contingent upon the successful completion of
a drug screen.

Benefits:

You will be  eligible  for  participation  in AirGate  PCS's  Health and Welfare
programs,   including  medical,  dental,  vision,  life  insurance,   disability
insurance,  401K,  stock  purchase,  and time pool on the first day of the month


<PAGE>


following  30  days of  employment.  Participation  in the  benefit  program  is
voluntary. Your costs will depend on the specific plans and level of coverage(s)
that you elect.  Your benefits  package with associated  costs will be mailed to
your home within 5 days of your effective  start date.  These documents are time
sensitive and will require your immediate attention. Should you not receive your
package please contact Dennis Lee at (404) 832-6193.  A benefit summary overview
has been included for your review.

Other:

This position will be located in Atlanta,  GA.  Payroll is paid  bi-weekly,  one
week in arrears. You will have the option for Direct Deposit of your payroll.

Your  effective  system  service date will be Thursday  October 24, 2002 or such
mutually agreed upon date thereafter.  All vesting and service  requirements for
benefit eligibility will be based on this date.

All other provisions and policies adopted by Airgate PCS, Inc. will apply to you
according  to the  effective  date  indicated  by Airgate  PCS.  For  additional
policies,  procedures and guidelines  please refer to the Employee  Handbook and
Standards of Business Conduct that are included in this package.

This offer of employment is being  extended to you based on your  representation
that as of your effective date of employment with AirGate PCS, Inc., you are not
subject to any agreement, including but not limited to, a non-compete agreement,
restrictive covenant, or disclosure agreement, with a former employer that would
limit your ability to perform your job responsibilities at AirGate PCS, Inc.

The purpose of this letter is to provide  guidelines for an employee's  terms of
employment.  This letter is not intended to create or  constitute  an employment
agreement  with any  candidate.  Employment at AirGate PCS, Inc. is at will, and
may be terminated by either party for any reason. The at-will status can only be
modified by written agreement between the parties.

Again,  it gives me great  pleasure  to offer this  opportunity  to you and I am
excited with the prospect of your  joining our team.  Should you accept,  please
sign where  indicated and return this letter to Dennis Lee, Vice President Human
Resources, in the pre-addressed envelope provided herein.

Sincerely,

/s/Thomas M. Dougherty
_______________________
Thomas W. Dougherty
President and Chief Executive Officer


<PAGE>


                                 Acknowledgement


I have  reviewed  and  agree  to the  terms  and  conditions  of this  offer  of
employment as outlined above. I acknowledge  that my employment with AirGate PCS
is at-will  and may be  terminated  by either  party for any  reason.  I further
acknowledge  that the above  guidelines,  policies &  procedures  are subject to
change.


      /s/ William H. Seippel                                 10/25/02
     -------------------------                              ----------
        William H. Seippel                                     Date



                    -----------------------------------------
                    Date Verification of Effective Start Date


<PAGE>


                                   Addendum 1


             Temporary Living Arrangement and Relocation Assistance


o        Prior to August 1, 2003, we will pay for the expenses that you incur
         for commuting to and working in your Atlanta office. This will include
         roundtrip airfare and providing you with reasonably suitable temporary
         living quarters of up to two bedrooms. Airfare shall be coach with the
         lowest reasonable airfare available with advance purchase, unless
         circumstances warrant higher priced fares.
o        At such time that it is decided that you and your family will relocate
         to Atlanta, we will pay for the transportation of your household
         belongings from your house in Great Falls, VA to your new residence in
         Atlanta.
o        You will be eligible for our home purchase protection program. This
         program will provide that if your house is not sold within ninety days
         of your listing it on the market, we will offer to purchase the house
         from you. We will request an independent appraisal on the property that
         we will use to determine the price that we will offer you for the
         purchase of the house.
o        Should you incur duplicate mortgage payments during the ninety-day
         period that your house in Great Falls, VA is listed on the market, we
         will provide you relief from duplicate mortgage payments by reimbursing
         you for the monthly mortgage payment on your Atlanta, GA house.


<PAGE>


                                   Addendum II

                        PROPOSED CHANGE OF CONTROL TERMS

I.   Term of Agreement

     a.   3 years, with an "evergreen" provision

II.  Triggering Events

     a.   In order to trigger  severance  benefit,  there must be both a COC AND
          the executive  must be terminated or  voluntarily  terminate for "good
          reason" following the COC

     b.   Approach is designed to give  protection  where truly  needed,  rather
          than create a windfall upon a COC

III. COC is  defined  in 2002  LTIP as the  occurrence  of any of the  following
     events:

     a.   "Continuing"  members of the Board of Directors cease to constitute at
          least a majority of the Board

     b.   A  person   becomes  a  beneficial   owner  of  35%  or  more  of  the
          then-outstanding  shares of the Company (subject to expressly  defined
          limitations)

     c.   Consummation  of  a  reorganization,   merger,  consolidation,   share
          exchange, sale of assets or acquisition of another corporation unless,
          immediately  following  the  transaction,  prior  shareholders  of the
          Company  continue  to own at least 55% of the  outstanding  shares and
          voting power of the resulting corporation

     d.   Approval by shareholders  of a complete  liquidation or dissolution of
          Company

     e.   We would  propose a carve-out if any of these events occur as a result
          of the current review of strategic alternatives

IV.  Good Reason defined as:

     a.   Diminution  of  duties/status/position   (i.e.,  demotion,  change  in
          reporting relationship, etc.)

     b.   Change in primary job function

     c.   Reduction in pay/bonus opportunity

     d.   Relocation

     e.   Breach of agreement or failure of acquirer to assume agreement


<PAGE>


V.   Payments/Benefits

     a.   Multiple of base pay and bonus

          i.   Actual annual salary rate prior to COC
          ii.  Annual bonus at target bonus opportunity
          iii. During  the first  year,  two times  multiple,  less the  amounts
               already paid since employment
          iv.  After first year, one times multiple

     b.   Amounts already earned but not paid

     c.   Unpaid  salary and  accrued  and unpaid  annual  bonus for the year in
          which termination occurs

     d.   Continuation of benefits for period equal to severance multiple (i.e.,
          2X = 2 years continuation), for such benefits as:

          i.   Medical
          ii.  Dental
          iii. Disability
          iv.  Life

     e.   Outplacement services for up to one year




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