IPCS INC
AMEND & REST EMPL AGREE BET STEBBINS CHANDOR
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>4
<FILENAME>dex1016.txt
<DESCRIPTION>AMEND & REST EMPL AGREE BET STEBBINS CHANDOR
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.16

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT
                              --------------------

     This Amended and Restated Employment Agreement (the "Agreement") is made,
entered into and is effective as of January 1, 2001 (the "Effective Date") by
and between  iPCS Wireless, Inc., a Delaware corporation (the "Company"),
Stebbins B.  Chandor ("Executive") and, for the limited purposes specified
herein, iPCS, Inc., a Delaware corporation (the "Parent").

                                  WITNESSETH THAT:
                                  ---------------

     WHEREAS, Illinois PCS, LLC, an Illinois limited liability company ("LLC"),
Executive and the Parent previously entered into an Amended and Restated
Employment Agreement dated as of July 1, 2000 (the "Prior Agreement");

     WHEREAS, pursuant to a reorganization, LLC was merged into the Company, a
subsidiary of Parent, the Company was the survivor of the merger and the Company
was thereafter substituted for LLC under the Prior Agreement; and

     WHEREAS, the Company and Executive desire to amend, restate and continue
the Prior Agreement in the form of this Agreement, all effective as of the
Effective Date;

     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 employ Executive during the Employment
Period (as defined below) and Executive hereby agrees to remain in the employ of
the Company and to provide services during the Employment Period in accordance
with this Agreement.  The "Initial Employment Period" shall be the period
beginning on March 20, 2000 and ending on the third anniversary thereof, unless
sooner terminated as provided herein.  At the conclusion of the Initial
Employment Period this Agreement shall automatically renew for additional one
year terms (each a "Renewal Employment Period" and together with the Initial
Employment Period, the "Employment Period") unless either party gives notice of
intent not to renew at least 90 days prior to the beginning of any Renewal
Employment Period.

     2.   Change in Control. In the event of a Change in Control (as defined
          -----------------
below), the provisions of Exhibit A, which is attached hereto and which forms
part of this Agreement, shall apply.  For purposes of this Agreement, the term
"Change in Control" shall mean a change in the beneficial ownership of the
voting stock of the Parent or a change in the composition of the Parent's Board
of Directors (the "Board") that occurs as follows:
<PAGE>

     (a)  any "Person" (as such term is used in Section 13(d) and 14(d)(2) of
          the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
          other than the Parent, any entity owned, directly or indirectly, by
          the stockholders of the Parent in substantially the same proportions
          as their ownership of stock of the Parent, or any trustee or other
          fiduciary holding securities under an employee benefit plan of the
          Parent or its subsidiaries or such proportionately owned corporation)
          becomes through acquisitions of securities of the Parent after the
          Effective Date, the "beneficial owner" (as defined in Rule 13d-3
          promulgated under the Exchange Act), directly or indirectly, of
          securities of the Parent representing 50% or more of the combined
          voting power of the then outstanding securities of the Parent having
          the right to vote for the election of directors;

     (b)  the completion of a merger, consolidation or other business
          combination of the Parent with any other corporation or other entity
          (consummated in a single transaction or a series of related
          transactions) which has been approved by the stockholders of the
          Parent, other than (i) a merger, consolidation or other business
          combination which would result in the voting securities of the Parent
          (including, for all purposes of this paragraph (b), securities
          convertible into common stock on an as-converted basis) outstanding
          immediately prior thereto continuing to represent (either by remaining
          outstanding or by being converted into voting securities of the
          surviving entity) more than 50% of the combined voting power of the
          voting securities of the Parent or such surviving entity outstanding
          immediately after such merger, consolidation or business combination,
          or (ii) a merger, consolidation or business combination effected to
          implement a recapitalization of the Parent (or similar transaction) in
          which no Person acquires more than 15% of the then outstanding
          securities of the Parent having the right to vote for the election of
          directors;

     (c)  the completion of a plan of complete liquidation of the Parent which
          has been approved by the Parent's stockholders or the sale or
          disposition by the Parent of all or substantially all of the assets of
          the Parent (or any transaction having a similar effect); or

     (d)  during any 24 month period, individuals who at the beginning of such
          period constitute the Board, and any new director (other than a
          director designated by a Person who has entered into an agreement with
          the Parent to effect a transaction described in paragraph (a), (b) or
          (c) of this Section 2) whose election by the Board or nomination for
          election by the stockholders of the Parent was approved by a vote of
          at least two-thirds of the directors then still in office who either
          were directors at the beginning of the period or whose election or
          nomination for election was previously so approved, cease for any
          reason to constitute at least a majority thereof.

                                      -2-
<PAGE>

     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 Senior Vice President and Chief Financial Officer of the Company and the
Parent and providing services for the Company at the direction of the Company's
President and Chief Executive Officer, or his designee (the "CEO"). Executive
shall have such duties and responsibilities as may be assigned to Executive from
time to time by the CEO, shall perform all duties assigned to Executive
faithfully and efficiently, subject to the direction of the CEO, and shall have
such authorities and powers as are inherent to the undertakings applicable to
Executive's position and necessary to carry out the responsibilities and duties
required of Executive hereunder.  Executive will perform the duties required by
this Agreement at the Company's principal place of business unless the nature of
such duties requires otherwise.  Notwithstanding the foregoing, during the
Employment Period, Executive may devote reasonable time to activities other than
those required under this Agreement, including activities involving
professional, charitable, educational, religious and similar type activities to
the extent such activities do not, in the reasonable judgment of the CEO,
inhibit, prohibit, interfere with or conflict with Executive's duties under this
Agreement or conflict in any material way with the business of the Parent, the
Company and their respective affiliates; provided, however, that Executive shall
not serve on the board of directors of any business (other than the Parent or
the Company) or hold any other position with any business without receiving the
prior written consent of the CEO, which consent may not be unreasonably
withheld.

     4.   Compensation and Benefits. Subject to the terms and conditions of this
          -------------------------
Agreement, during the Employment Period while Executive is employed by the
Company, the Company shall compensate Executive for Executive's services as
follows for periods following the Effective Date:

     (a)  Executive shall be compensated at an annual rate of $200,000 (the
          "Annual Base Salary"), which shall be payable in accordance with the
          normal payroll practices of the Company. Beginning on January 1, 2002
          and on each anniversary of such date, Executive's rate of Annual Base
          Salary shall be reviewed by the CEO and/or the Compensation Committee
          of the Board (the "Compensation Committee") and following such review,
          the Annual Base Salary may be adjusted upward but in no event will be
          decreased.

     (b)  Executive shall be entitled to receive performance based annual
          incentive bonuses ("Incentive Bonus") from the Company in accordance
          with the Company's Executive Compensation Strategy and Incentive
          Design Plan as in effect from time to time (the "Incentive Bonus
          Plan"). The annual Incentive Bonus at the target level of performance
          will be 45% of the Annual Base Salary for the year to which the bonus
          relates (the "Target Incentive Bonus"). The annual Incentive Bonus may
          range from 50% to 200% of the Target Incentive Bonus based the

                                      -3-
<PAGE>

          level of the Company's and Executive's performance. In addition, the
          Incentive Bonus is subject to further adjustment as described below.

          After discussions with Executive, the CEO shall establish annual
          incentive goals that provide Executive with the opportunity to earn an
          annual Incentive Bonus. Such goals will be delivered in writing to
          Executive annually on or about December 15 of each year. Within 45
          days after the end of each fiscal year of the Company, the CEO shall
          review the goals for the prior year and develop recommendations as to
          the amount of Incentive Bonus Executive is eligible to receive based
          on the satisfaction of the applicable criteria. The CEO's
          recommendation may include recommendations to increase or decrease the
          Incentive Bonus by up to an additional 20% based on individual
          performance. All such recommendations will be submitted to the Board
          for review and amendment (if necessary) and will be submitted to the
          Compensation Committee for final approval. Promptly after review by
          the Board and approval by the Compensation Committee, Executive shall
          be notified of the outcome and, if applicable, any Incentive Bonus
          that was awarded shall be paid. Notwithstanding the Board's review of
          the CEO's recommendations, the Compensation Committee shall have the
          final authority to determine any Incentive Bonus actually payable to
          Executive hereunder, subject to the terms and conditions of this
          Agreement and the Incentive Bonus Plan.

     (c)  Executive shall be entitled to the "Retention Bonus" as set forth in
          Exhibit B, which is attached hereto and which forms a part of this
          Agreement.

     (d)  For each year, the Compensation Committee shall consider granting to
          Executive stock options under the Parent's Amended and Restated 2000
          Long-Term Incentive Plan (the "Incentive Plan"). Executive will
          participate in stock option grants generally awarded to senior
          executives of the Company. Any Stock Options (as defined in the Prior
          Agreement) granted to Executive shall fully vest and become
          exercisable in accordance with the provisions of the Prior Agreement
          and the terms of the agreement evidencing the grant of the Stock
          Options.

     (e)  Except as otherwise specifically provided to the contrary in this
          Agreement, Executive shall be provided with pension and welfare fringe
          benefits to the same extent and on the same terms as those benefits
          are provided by the Company from time to time to the Company's other
          senior management employees and Executive shall be entitled to no less
          than four weeks' vacation for each calendar year.

     (f)  Executive shall be reimbursed by the Company, on terms and conditions
          that are substantially similar to those that apply to other similarly
          situated senior management employees of the Company, for reasonable
          out-of-pocket expenses for entertainment, travel, meals, lodging and
          similar items which are consistent

                                      -4-
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          with the Company's expense reimbursement policy and actually incurred
          by Executive in the promotion of the Company's business.

     (g)  The Company shall provide Executive with all other perquisites
          approved by the CEO from time to time, including without limitation, a
          car allowance of $600 per month. In addition, Executive shall be
          provided with the relocation assistance that is (i) awarded under the
          Company's relocation plan in effect from time to time, and (ii)
          communicated by the Company in writing to Executive.

     (h)  Executive shall be entitled to the "Gross-Up Payment" as described in
          Exhibit C, which is attached hereto and which forms a part of this
          Agreement.

     5.   Rights and Payments Upon Termination.  Executive's right to benefits
          ------------------------------------
and payments, if any, for periods after the date on which Executive's employment
with the Company and its affiliates terminates for any reason (the "Termination
Date") shall be determined in accordance with this paragraph 5:

     (a)  Minimum Payments.  If Executive's Termination Date occurs during the
          ----------------
          Employment Period for any reason, Executive shall be entitled to the
          following payments, in addition to any payments or benefits to which
          Executive may be entitled under the following provisions of this
          paragraph 5 (other than this paragraph (a)) or the express terms of
          any employee benefit plan or as required by law:

          (i)    Executive's earned but unpaid Annual Base Salary for the period
                 ending on Executive's Termination Date;

          (ii)   Executive's earned but unpaid Incentive Bonus for the prior
                 fiscal year;

          (iii)  Executive's accrued but unpaid vacation pay for the period
                 ending with Executive's Termination Date, as determined in
                 accordance with the Company's policy as in effect from time to
                 time; and

          (iv)   Executive's unreimbursed business expenses and all other items
                 earned and owed to Executive through and including or benefits
                 which have vested as of the Termination Date; and

          (v)    the Gross-Up Payment to the extent provided by Exhibit C.

          Payments to be made to Executive pursuant to this paragraph 5(a) shall
          be made within 30 days after Executive's Termination Date. Except as
          may be otherwise expressly provided to the contrary in this Agreement
          or as otherwise provided by law, nothing in this Agreement shall be
          construed as requiring Executive to be

                                      -5-
<PAGE>

          treated as employed by the Company following Executive's Termination
          Date for purposes of any employee benefit plan or arrangement in which
          Executive may participate at such time.

     (b)  Termination By Company for Cause. If Executive's Termination Date
          --------------------------------
          occurs during the Employment Period and is a result of the Company's
          termination of Executive's employment on account of Cause (as defined
          in paragraph 5(f) below), then, except as described in paragraph 5(a)
          or as agreed in writing between Executive and the Company, Executive
          shall have no right to payments or benefits under this Agreement (and
          the Company shall have no obligation to make any such payments or
          provide any such benefits) for periods after Executive's Termination
          Date.

     (c)  Termination for Death or Disability.  If Executive's Termination Date
          -----------------------------------
          occurs during the Employment Period and is a result of Executive's
          death or Disability, then, except as described in paragraph 5(a) or as
          agreed in writing between Executive and the Company, Executive (or in
          the event of Executive's death, Executive's estate) shall be entitled
          to the following:

          (i)    continuing payments of Executive's Annual Base Salary (payable
                 in accordance with paragraph 4(a)) for the Continuation Period
                 (as defined below);

          (ii)   continuation of health benefits for Executive and Executive's
                 dependents for the Continuation Period at a cost which is no
                 greater than is charged to active employees of the Company and
                 their dependents, which continuing health benefits shall be in
                 addition to, and not part of, any health benefits required to
                 be provided to Executive and Executive's dependents under
                 Section 4980B of the Internal Revenue Code of 1986, as amended
                 (the "Code");

          (iii)  immediate vesting of any and all stock options held by
                 Executive;

          (iv)   a lump sum payment equal to the Target Incentive Bonus for the
                 year in which the Termination Date occurs; and

          (v)    a lump sum payment of all Deferred Amounts (as described in
                 Exhibit B).

          For purposes of this Agreement, the "Continuation Period" shall be the
          period commencing on Executive's Termination Date and ending on the
          earlier of (A) the first anniversary of Executive's Termination Date,
          or (B) if applicable, the date on which Executive violates the
          provisions of paragraphs 6 or 7 of this

                                      -6-
<PAGE>

          Agreement. All lump sum payments required under this paragraph 4(c)
          shall be made no later than 15 days after the Termination Date.

     (d)  Certain Terminations by the Company or Executive.  If Executive's
          ------------------------------------------------
          Termination Date occurs during the Employment Period and is a result
          of Executive's termination of employment (i) by the Company for any
          reason other than Cause (and is not on account of Executive's death,
          Disability, or voluntary resignation, the mutual agreement of the
          parties or pursuant to paragraph 5(e)), (ii) by Executive following
          the Company's breach of this Agreement in any material respect and
          failure to cure the breach within 30 days after notice thereof from
          Executive, or (iii) by Executive within 60 days after Executive's
          principal place of employment with the Company is relocated outside of
          the greater Chicago metropolitan area, then, except as described in
          paragraph 5(a) or as agreed in writing between Executive and the
          Company, Executive shall be entitled to the following payments and
          benefits:

          (A)  continuing payments of Executive's Annual Base Salary (payable in
               accordance with paragraph 4(a)) for the Continuation Period;

          (B)  continuation of health benefits for Executive and Executive's
               dependents for the Continuation Period at a cost which is no
               greater than is charged to active employees of the Company and
               their dependents, which continuing health benefits shall be in
               addition to, and not part of, any health benefits required to be
               provided to Executive and Executive's dependents under Section
               4980B of the Code;

          (C)  a lump sum payment equal to the Target Incentive Bonus for the
               year in which the Termination Date occurs;

          (D)  immediate vesting of any and all stock options held by Executive;
               and

          (E)  a lump sum payment equal to the sum of (I) the Deferred Amounts,
               and (II) any portion of the Retention Bonus for the year in which
               the Termination Date occurs and any future years which has not
               been paid to Executive.

          All lump sum payments required under this paragraph 5(d) shall be made
          within 15 days after the Termination Date. Notice by the Company that
          the term of this Agreement will not be renewed will not result in
          Executive being eligible for any payments or benefits contemplated by
          this paragraph 5(d); provided, however, that Executive shall be
          entitled to the payments described in clause (E). If Executive is
          entitled to payments and benefits pursuant to Exhibit A, he shall not
          also be entitled to payments and benefits under this paragraph 5(d).

                                      -7-
<PAGE>

     (e)  Termination for Voluntary Resignation, Mutual Agreement or Other
          ----------------------------------------------------------------
          Reasons. If Executive's Termination Date occurs during the Employment
          -------
          Period and is a result of Executive's voluntary resignation, the
          mutual agreement of the parties, or any reason other than those
          specified in paragraphs (b), (c), or (d) above or Exhibit A, then,
          except as described in paragraph 5(a) or as agreed in writing between
          Executive and the Company, Executive shall have no right to payments
          or benefits under this Agreement (and the Company shall have no
          obligation to make any such payments or provide any such benefits) for
          periods after Executive's Termination Date.

     (f)  Definitions. For purposes of this Agreement:
          -----------

          (i)  the term "Cause" shall mean (A) the continuous failure by
               Executive to substantially perform Executive's duties under this
               Agreement, as determined by the CEO and the Board and after
               expiration of a cure period of 30 days following Executive's
               receipt of written notice from the CEO describing such failure;
               (B) the willful engaging by Executive in conduct which is
               demonstrably and materially injurious to the Company or its
               affiliates, monetarily or otherwise, as determined by the Board,
               (C) conduct by Executive that involves theft, fraud or
               dishonesty, (D) repeated instances of drug or alcohol abuse or
               unauthorized absences during scheduled work hours, or (E)
               Executive's violation of the provisions of paragraph 6 or 7 of
               this Agreement; and

          (ii) the term "Disability" shall mean the inability of Executive to
               continue to perform Executive's duties under this Agreement on a
               full-time basis as a result of mental or physical illness,
               sickness or injury for a period of 120 days within any 12-month
               period, as determined in the sole discretion of the Board.

Notwithstanding any other provision of this Agreement, Executive shall
automatically cease to be an officer of the Parent, the Company and their
respective affiliates as of Executive's Termination Date and, to the extent
permitted by applicable law, any and all monies that Executive owes to the
Company shall be repaid to the extent possible, through deduction of such
amounts from any post-termination payments owed to Executive pursuant to this
Agreement. Notwithstanding any other provision of this Agreement, the Company
may suspend Executive from performing Executive's duties under this Agreement;
provided, however, that during the period of suspension (which shall end no
later than Executive's Termination Date), Executive shall continue to be treated
as an employee of the Company for other purposes, and Executive's rights to
compensation or benefits hereunder shall be in effect.  Other than as expressly
provided in paragraphs 5(c) and (d), post-termination benefits may not be
suspended or not paid.

                                      -8-
<PAGE>

     6.   Confidential Information.  Executive agrees that:
          ------------------------

     (a)  Except as may be required by the lawful order of a court or agency of
          competent jurisdiction, or except to the extent that Executive has
          express authorization from the Company, Executive agrees to keep
          secret and confidential indefinitely all non-public information
          (including, without limitation, information regarding litigation and
          pending litigation) concerning the Company and its affiliates
          (collectively, "Confidential Information") which was acquired by or
          disclosed to Executive during the course of Executive's employment
          with the Company and not to disclose the same, either directly or
          indirectly, to any other person, firm, or business entity, or to use
          it in any way.

     (b)  Confidential Information does not include (i) information which, at
          the time of disclosure is published, known publicly or is otherwise in
          the public domain, through no fault of Executive; (ii) information
          which, after disclosure is published or becomes known publicly or
          otherwise becomes part of the public domain, through no fault of
          Executive; and (iii) information which is required to be disclosed in
          compliance with applicable laws or regulations or by order of a court
          or other regulatory body of competent jurisdiction.

     (c)  To the extent that any court or agency seeks to have Executive
          disclose Confidential Information, Executive shall promptly inform the
          Company, and Executive shall take such reasonable steps to prevent
          disclosure of Confidential Information until the Company has been
          informed of such requested disclosure, and the Company has an
          opportunity to respond to such court or agency. To the extent that
          Executive obtains information on behalf of the Company or any of its
          affiliates that may be subject to attorney-client privilege as to the
          Company's attorneys, Executive shall follow the guidelines provided by
          the Company's legal counsel on maintaining the confidentiality of such
          information and to preserve such privilege.

     (d)  Nothing in the foregoing provisions of this paragraph 6 shall be
          construed so as to prevent Executive from using, in connection with
          Executive's employment for himself or an employer other than the
          Company and its affiliates, knowledge which was acquired by Executive
          during the course of Executive's employment with the Company and its
          affiliates and which is generally known to persons of Executive's
          experience in other companies in the same industry.

     7.   Noncompetition and Nonsolicitation. While Executive is employed by the
          ----------------------------------
Company and its affiliates, and for a period of 12 months after Executive's
Termination Date (except as provided in Exhibit A), Executive agrees that:

                                      -9-
<PAGE>

     (a)  Executive will not, directly or indirectly engage in, assist, perform
          services for, establish or open, or have any equity interest (other
          than ownership of 5% or less of the outstanding stock of any
          corporation listed on the New York or American Stock Exchange or
          included in the National Association of Securities Dealers Automated
          Quotation System) in any person, firm, corporation, partnership or
          business entity (whether as an employee, officer, partner, director,
          agent, security holder, creditor, consultant, or otherwise) that
          engages in the Restricted Business (as defined below) in the
          Restricted Territory (as defined below);

     (b)  Executive will not, directly or indirectly, for himself or on behalf
          of or in conjunction with any other person, firm, corporation,
          partnership or business entity, solicit or attempt to solicit any
          party who is then or, during the 12-month period prior to such
          solicitation or attempt by Executive was (or was solicited to become),
          a customer of the Company, provided that the restriction in this
          paragraph 7(b) shall not apply to any activity on behalf of a business
          that is not a Restricted Business; and

     (c)  Executive will not (and will not attempt to) solicit, entice, persuade
          or induce any individual who is employed by the Company or its
          affiliates to terminate or refrain from renewing or extending such
          employment or to become employed by or enter into contractual
          relations with any other individual or entity other than the Company
          or its affiliates, and Executive shall not approach any such employee
          for any such purpose or authorize or knowingly cooperate with the
          taking of any such actions by any other individual or entity.

For purposes of this Agreement the term (A) "Restricted Business" means the
business of providing wireless telecommunication services or any other business
in which the Company is materially engaged on Executive's Termination Date, and
(B) "Restricted Territory" means all of the basic trading areas (as defined in
the Rand McNally Commercial Atlas and Marketing Guide or the successor thereto)
in which the Company has been granted the right to carry on the Restricted
Business.

     8.   Equitable Remedies. Executive acknowledges that the Company would be
          ------------------
irreparably injured by a violation of paragraphs 6 or 7 hereof and Executive
agrees that the Company, in addition to any other remedies available to it for
such breach or threatened breach, shall be entitled to a preliminary injunction,
temporary restraining order, or other equivalent relief, restraining Executive
from any actual or threatened breach of either paragraph 6 or 7.  If a bond is
required to be posted in order for the Company to secure an injunction or other
equitable remedy, the parties agree that said bond need not be more than a
nominal sum.

     9.   Notices. Any notices provided for in this Agreement shall be in
          -------
writing and shall be deemed to have been duly received when delivered in person
or sent by facsimile transmission, on the first business day after it is sent by
air express courier service or on the

                                      -10-
<PAGE>

second business day following deposit in the United States registered or
certified mail, return receipt requested, postage prepaid and addressed, in the
case of Executive, to the most recent home address reflected in the Company's
records and, in the case of the Company, to its principal executive offices
(attention CEO) or such other address as either party may have furnished to the
other in writing in accordance herewith, except that a notice of change of
address shall be effective only upon actual receipt. In addition, on and after
Executive's Termination Date, the Company shall notify Executive of the person
or persons Executive should contact regarding matters relating to this Agreement
(and the address and telephone number of such person or persons) and any changes
to such contact information. All notices pursuant to the preceding sentence
shall be given in accordance with this Section 9.

     10.  Withholding.  All compensation payable under this Agreement (other
          -----------
than amounts payable pursuant to Exhibit A for periods following Executive's
Termination Date) shall be subject to customary withholding taxes and other
employment taxes as required with respect to compensation paid by a corporation
to an employee and the amount of compensation payable hereunder shall be reduced
appropriately to reflect the amount of any required withholding.  Except as
specifically required herein, the Company shall have no obligation to make any
payments to Executive or to make Executive whole for the amount of any required
taxes.

     11.  Successors.  This Agreement shall be binding on, and inure to the
          ----------
benefit of, the Company and its successors and assigns and any person acquiring,
whether by merger, reorganization, consolidation, by purchase of assets or
otherwise, all or substantially all of the assets of the Company.  To the extent
applicable, this Agreement shall be binding on, and inure to the benefit of, the
Parent and its successors and assigns and any person acquiring, whether by
merger, reorganization, consolidation, by purchase of assets or otherwise, all
or substantially all of the assets of the Parent.

     12.  Nonalienation.  The interests of Executive under this Agreement are
          -------------
not subject to the claims of Executive's creditors, other than the Company, and
may not otherwise be voluntarily or involuntarily assigned, alienated or
encumbered.

     13.  Waiver of Breach. The waiver by the Company, the Parent or Executive
          ----------------
of a breach of any provision of this Agreement shall not operate as or be deemed
a waiver by such party of any subsequent breach. Continuation of payments
hereunder by the Company following a breach by Executive of any provision of
this Agreement shall not preclude the Company from thereafter terminating said
payments based upon the same violation.

     14.  Severability.  It is mutually agreed and understood by the parties
          ------------
that should any of the agreements and covenants contained herein be determined
by any court of competent jurisdiction to be invalid by virtue of being vague or
unreasonable, including but not limited to the provisions of paragraphs 6 or 7,
then the parties hereto consent that this Agreement shall be amended retroactive
to the date of its execution to include the terms and conditions said court

                                      -11-
<PAGE>

deems to be reasonable and in conformity with the original intent of the parties
and the parties hereto consent that under such circumstances, said court shall
have the power and authority to determine what is reasonable and in conformity
with the original intent of the parties to the extent that said covenants and/or
agreements are enforceable.

     15.  Prevailing Party.  In the event of any action, proceeding or
          ----------------
litigation (collectively, the "Action") between the parties arising out of or in
relation to this Agreement, the prevailing party in such Action, shall be
entitled to recover, in addition to any damages, injunctions, or other relief
and without regard to whether the Action is prosecuted to final appeal, all of
its costs and expenses including, without limitation, reasonable attorney's
fees, from the non-prevailing party.

     16.  Applicable Law.  This Agreement shall be construed in accordance with
          --------------
the laws of the State of Illinois, without regard to conflict of law principles.

     17.  Amendment.  This Agreement may be amended or cancelled by mutual
          ---------
Agreement of the parties in writing without the consent of any other person.

     18.  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.

     19.  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 Prior Agreement, 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.

                                      -12-
<PAGE>

     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 day and year first above written.

                              iPCS Wireless, Inc.

                              By: /s/ Timothy M. Yager
                                  ---------------------------------------------
                              Its: President and Chief Executive Officer
                                   --------------------------------------------

                              EXECUTIVE

                              /s/ Stebbins B. Chandor
                              -------------------------------------------------
                              Stebbins B. Chandor

     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/ Timothy M. Yager
                                 ----------------------------------------------
                              Its: President and Chief Executive Officer
                                   --------------------------------------------

                                      -13-
<PAGE>

                                   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) for 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 two times Executive's Annual Base Salary;

     (b)  continuation of health benefits for Executive and Executive's
          dependents, at the Company's expense, for the period beginning on the
          Termination Date and ending on the later of (i) the first anniversary
          of the Termination Date, or (ii) December 31, 2003, which continuing
          health benefits shall be in addition to, and not part of, any health
          benefits required to be provided to Executive and Executive's
          dependents under Section 4980B of the Code;

     (c)  a lump sum payment equal to one year of Executive's Target Incentive
          Bonus for the year in which the Termination Date occurs;

     (d)  immediate vesting of any and all stock options or other incentive
          awards held by Executive;

     (e)  an amount equal to the Incentive Bonus that would have been payable to
          Executive for the fiscal year in which the Termination Date occurs
          assuming all applicable performance targets had been satisfied, pro
          rated (on a daily basis) through Executive's Termination Date; and

     (f)  a lump sum payment equal to the sum of (i) the Deferred Amounts, and
          (ii) any portion of the Retention Bonus for the year in which the
          Termination Date occurs which has not been paid to Executive, pro
          rated (on a daily basis) through the Termination Date.

     Payments to be made to Executive pursuant to this Section 1 shall be made
     no later than 15 days after Executive's Termination Date.

                                      A-1
<PAGE>

2.   Definition of Good Reason.  For purposes of this Agreement, the term "Good
     -------------------------
     Reason" means the occurrence of any of the following in anticipation of or
     within the one year period immediately following a Change in Control: (a)
     the assignment to Executive of duties that are materially inconsistent with
     Executive's duties described in paragraph 3 of the Agreement, including,
     without limitation, a material diminution or reduction in Executive's
     office or responsibilities or a reduction in Executive's rate of Annual
     Base Salary, bonus (including Retention Bonus as described in Exhibit B) or
     other compensation or an adverse change in Executive's reporting
     relationship, (b) the relocation of Executive to a location that is not
     within 50 miles of Executive's then current principal place of business, or
     (c) the failure of the Company to continue in effect any of the Company's
     annual and long-term incentive compensation plans or employee benefit or
     retirement plans, policies, practices, or other compensation arrangements
     in which Executive participates unless such failure to continue the plan,
     policy, practice or arrangement (i) is required by law, or (ii) pertains to
     all plan participants generally and the lost value is being replaced by a
     new plan, policy, practice or arrangement of reasonably equivalent value.

3.   Consulting Services.  For the period beginning on Executive's Termination
     -------------------
     Date described in this Exhibit A and ending on December 31, 2003 (the
     "Consulting Term"), Executive shall use his reasonable best efforts to
     provide to the Company such consulting services (the "Consulting Services")
     as are reasonably requested by the Board relating to Executive's expertise
     in the wireless communication industry.  Executive shall devote such time
     as Executive and the Board deem appropriate to performing the Consulting
     Services; provided, however, that in no event shall Executive be required
     to devote more than 80 hours per calendar month to the performance of the
     Consulting Services. Notwithstanding the preceding sentence, for any
     calendar month beginning after the first day of the sixth month of the
     Consulting Term, the hours that Executive is required to devote to
     Consulting Services hereunder for such month shall not exceed the average
     of the number of hours devoted by Executive for the three month period
     ending immediately prior to such month.  Executive shall perform the
     Consulting Services during normal business hours, at such times as
     reasonably requested by the Board, taking into account reasonable
     scheduling requests by Executive (including time designated by Executive as
     vacation time) and he shall perform the Consulting Services from such
     locations as Executive determines to be appropriate, subject to reasonable
     travel which Executive determines is necessary to effectively provide the
     Consulting Services required of him hereunder. Subject to the provisions of
     paragraph 6 of the Agreement or Section 8 of this Exhibit A, nothing in
     this Agreement shall preclude Executive from performing services for
     persons or entities other than the Company during the Consulting Term to
     the extent such services do not interfere with his obligations under the
     Agreement.

4.   Consulting Fee.  For the Consulting Term, Executive shall be entitled to an
     --------------
     annual "Consulting Fee" in the amount of $200,000.  The Consulting Fee
     shall be paid monthly no later than the 15/th/ day of each month.  Any
     compensation that Executive otherwise

                                      A-2
<PAGE>

     receives from the Company or its affiliates, including but not limited to,
     compensation as a director of the Company or the compensation described in
     Section 1 of this Exhibit A, shall not reduce his Consulting Fee hereunder
     and the fact that he receives a Consulting Fee hereunder shall not reduce
     the compensation that he would otherwise receive for services rendered to
     the Company and its affiliates which are in addition to the Consulting
     Services.

5.   Reimbursement of Expenses.  The Company will reimburse Executive for all
     -------------------------
     expenses reasonably incurred by Executive in the performance of his duties
     hereunder during the Consulting Term.

6.   Exercisability of Stock Options.  The Parent agrees that for purposes of
     -------------------------------
     determining the exercisability of Executive's stock options under the
     Incentive Plan outstanding on the Termination Date, Executive's service
     with the Company (as defined in the Incentive Plan) shall not be considered
     to have terminated until the fifth anniversary of the Termination Date, the
     Parent agrees to take any and all actions necessary, if any, to amend the
     Incentive Plan to reflect the foregoing and the Parent agrees that each
     option agreement evidencing the options outstanding under the Incentive
     Plan are hereby amended to reflect the foregoing.  Nothing in this
     paragraph shall be deemed to extend the expiration date of any stock option
     granted under the Incentive Plan past the original expiration date of such
     option as determined at the time of grant.

7.   Noncompetition.  For periods after Executive's Termination Date pursuant to
     --------------
     this Exhibit A, the provisions of paragraph 7 of the Agreement shall not
     apply.  Executive agrees, however, that for the Noncompetition Period (as
     defined below), Executive will not, directly or indirectly engage in,
     assist, perform services for, establish or open, or have any equity
     interest (other than ownership of 10% or less of the outstanding stock)  in
     any person, firm, corporation, partnership or business entity (whether as
     an employee, officer, partner, director, agent, security holder, creditor,
     consultant, or otherwise) that engages in the Restricted Business (as
     defined below) in the Restricted Territory (as defined below). For purposes
     of this Exhibit A:

     (a)  the term "Noncompetition Period" means the period beginning on the
          Termination Date and ending on the first anniversary of the
          Termination Date;

     (b)  the term "Restricted Territory" means the basic trading areas set
          forth in Exhibit D hereto; and

     (c)  the term "Restricted Business" means the business of providing PCS
          mobile wireless services.

                                      A-3
<PAGE>

     Notwithstanding the foregoing, Executive shall not be considered to be in
     breach of this Section 7 to the extent that Executive engages in any
     otherwise prohibited activity in one-third or less of the Restricted
     Territory.

8.   Relationship of Parties. It is agreed and understood between the parties
     -----------------------
     that the services performed by Executive pursuant to this Exhibit A for
     periods after his Termination Date will be performed as an independent
     contractor and not as an employee of the Company or its affiliates.

                                      A-4
<PAGE>

                                   Exhibit B
                                Retention Bonus
                                ---------------

     Subject to the provisions of this Exhibit B, beginning with the calendar
     year ending on December 31, 2001 and each calendar year thereafter through
     the calendar year ending on December 31, 2003, the Company shall pay to
     Executive an annual "Retention Bonus" which Retention Bonus shall be
     payable in accordance with the provisions of this Exhibit B.

     1.   Amount and Payment of Retention Bonus.  The annual Retention Bonus
          -------------------------------------
          payable to Executive shall be $100,000.  A portion of the Retention
          Bonus for a year is payable in that year (the "Current Amount") and
          payment of a portion (the "Deferred Amount")  is deferred until the
          subsequent year.   The amount payable in each year shall be determined
          as follows:


                          Current Amount  Deferred Amount  Total Payable
                          ----------------------------------------------

     December 31, 2001    $ 50,000        $50,000          $ 50,000
     December 31, 2002    $ 50,000        $50,000          $100,000
     December 31, 2003    $100,000        $50,000          $150,000


          To illustrate, for calendar year 2001, the Retention Bonus is
          $100,000;  the Current Amount of $50,000 is payable on December 31,
          2001 and payment of the Deferred Amount of $50,000 is deferred until
          December 31, 2002.  On December 31, 2002, the total amount payable is
          $100,000, which reflects the Deferred Amount of $50,000 from 2001 plus
          the Current Amount ($50,000) of the Retention Bonus for calendar year
          2002.

     2.   Termination.  In the event Executive's Termination Date occurs for any
          -----------
          reason, then, except as specifically provided in the Agreement or
          Exhibit A, Executive shall have no rights to any Retention Bonus after
          his Termination Date (including the Deferred Amount relating to any
          period ending on or prior to the Termination Date).

                                      B-1
<PAGE>

                                   Exhibit C
                                Gross-Up Payment
                                ----------------

Subject to the provisions of this Exhibit C, Executive shall be eligible for the
benefits described in this Exhibit C, and shall be subject to the terms of this
Exhibit C, regardless of whether Executive is employed by the Company on or
after the occurrence of a Change in Control and, if Executive's Termination Date
shall have occurred, regardless of the reason for such termination.

1.   Gross-Up Payment.  In the event it shall be determined that any payment,
     ----------------
     benefit or distribution (or combination thereof) from the Company, any
     affiliate, or trusts established by the Company or by any affiliate, for
     the benefit of its employees, to Executive or for Executive's benefit
     (whether paid or payable or distributed or distributable pursuant to the
     terms of the Agreement or otherwise, and with a "payment" including,
     without limitation, the vesting of an option or other non-cash benefit or
     property) (any of which are referred to as a "Payment") would be subject to
     the excise tax imposed by section 4999 of the Code, or any interest or
     penalties are incurred by Executive with respect to such excise tax (such
     excise tax, together with any such interest and penalties, hereinafter
     collectively referred to as the "Excise Tax"), Executive shall be entitled
     to receive an additional payment (a "Gross-Up Payment") in an amount such
     that, after payment by Executive of all taxes (including any interest or
     penalties imposed with respect to such taxes), including, without
     limitation, any income taxes and payroll taxes (and any interest and
     penalties imposed with respect thereto) and the Excise Tax imposed upon the
     Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal
     to the sum of: (a) the Excise Tax imposed upon the Payments; plus (b) an
     amount equal to the product of any deductions disallowed for federal,
     state, or local income tax purposes because of the inclusion of the Gross-
     up Payment in Executive's adjusted gross income multiplied by the highest
     applicable marginal rate of federal, state, or local income taxation,
     respectively, for the calendar year in which the Gross-up Payment is to be
     made.

2.   Determinations Relating to Gross-Up Payment.  All determinations required
     -------------------------------------------
     to be made under this Exhibit C, including whether and when a Gross-Up
     Payment is required and the amount of such Gross-Up Payment and the
     assumptions to be utilized in arriving at such determination, shall be made
     by the nationally recognized certified public accounting firm that
     performed the last annual audit of the Company in the normal course of
     business immediately prior to the Change in Control (the "Accounting
     Firm"), which shall provide detailed supporting calculations both to the
     Company and Executive within fifteen (15) business days of the receipt of
     notice from the Company that there has been a Payment, or such earlier time
     as is requested by the Company.  All fees and expenses of the Accounting
     Firm shall be borne solely by the Company.  Any Gross-Up Payment, as
     determined pursuant to this Exhibit C shall be paid by the Company to
     Executive within fifteen (15) days after the receipt of the Accounting
     Firm's determination.  If the Accounting Firm determines that no Excise Tax
     is payable by Executive, it shall so

                                      C-1
<PAGE>

     indicate to Executive in writing. Any determination by the Accounting Firm
     shall be binding upon the Company and Executive. As a result of the
     uncertainty in the application of section 4999 of the Code at the time of
     the initial determination by the Accounting Firm hereunder, it is possible
     that Gross-Up Payments which will not have been made by the Company should
     have been made ("Underpayment"), consistent with the calculations required
     to be made hereunder. In the event that the Company exhausts its remedies
     pursuant to Section 3 of this Exhibit C and Executive thereafter is
     required to make a payment of any Excise Tax, the Accounting Firm shall
     determine the amount of the Underpayment that has occurred and any such
     Underpayment shall be paid by the Company to Executive or for Executive's
     benefit within five (5) days after such determination is made.

3.   Notification of Claim.  Executive shall notify the Company in writing of
     ---------------------
     any claim by the Internal Revenue Service that, if successful, would
     require the payment by the Company of the Gross-Up Payment.  Such
     notification shall be given as soon as practicable but no later than ten
     (10) business days after Executive is informed in writing of such claim and
     shall apprise the Company of the nature of such claim and the date on which
     such claim is requested to be paid.  Executive shall not pay such claim
     prior to the expiration of the thirty (30) day period following the date on
     which he gives such notice to the Company (or such shorter period ending on
     the date that any payment of taxes with respect to such claim is due).  If
     the Company notifies Executive in writing prior to the expiration of such
     period that it desires to contest such claim, Executive shall:

     (a)  give the Company any information requested by the Company relating to
          such claim;

     (b)  take such action in connection with contesting such claim as the
          Company shall reasonably request in writing from time to time,
          including, without limitation, accepting legal representation with
          respect to such claim by an attorney reasonably selected by the
          Company;

     (c)  cooperate with the Company in good faith in order to effectively
          contest such claim; and

     (d)  permit the Company to participate in any proceedings relating to such
          claim;

     provided, however, that the Company shall bear and pay directly all costs
     and expenses (including additional interest and penalties) incurred in
     connection with such contest and shall indemnify and hold Executive
     harmless, on an after-tax basis, for any Excise Tax or income tax
     (including interest and penalties with respect thereto) imposed as a result
     of such representation and payment of costs and expenses.  Without limiting
     the foregoing provisions of this Section 3, the Company shall control all
     proceedings taken in connection with such contest and, at its sole option,
     may pursue or forego any and all

                                      C-2
<PAGE>

     administrative appeals, proceedings, hearings and conferences with the
     taxing authority in respect of such claim and may, at its sole option,
     either direct Executive to pay the tax claimed and sue for a refund or
     contest the claim in any permissible manner, and Executive agrees to
     prosecute such contest to a determination before any administrative
     tribunal, in a court of initial jurisdiction and in one or more appellate
     courts, as the Company shall determine; provided, however, that if the
     Company directs Executive to pay such claim and sue for a refund, the
     Company shall advance the amount of such payment to Executive, on an
     interest-free basis, and shall indemnify and hold Executive harmless, on an
     after-tax basis, from any Excise Tax or income tax (including interest or
     penalties with respect thereto) imposed with respect to such advance or
     with respect to any imputed income with respect to such advance; and
     provided, further, that if Executive is required to extend the statute of
     limitations to enable the Company to contest such claim, Executive may
     limit this extension solely to such contested amount. The Company's control
     of the contest shall be limited to issues with respect to which a Gross-Up
     Payment would be payable hereunder and Executive shall be entitled to
     settle or contest, as the case may be, any other issue raised by the
     Internal Revenue Service or any other taxing authority.

4.   Refunds.  If, after the receipt by Executive of an amount advanced by the
     -------
     Company pursuant to Section 3, Executive becomes entitled to receive any
     refund with respect to such claim, Executive shall promptly pay to the
     Company the amount of such refund (together with any interest paid or
     credited thereon after taxes applicable thereto).  If, after the receipt by
     Executive of an amount advanced by the Company pursuant to Section 3, a
     determination is made that Executive shall not be entitled to any refund
     with respect to such claim and the Company does not notify Executive in
     writing of its intent to contest such denial of refund prior to the
     expiration of thirty (30) days after such determination, then such advance
     shall be forgiven and shall not be required to be repaid and the amount of
     such advance shall offset, to the extent thereof, the amount of Gross-Up
     Payment required to be paid.

                                     C-3
<PAGE>

                                   Exhibit D
                              Basic Trading Areas
                              -------------------

Illinois  Bloomington, IL                              BTA#   46
----------
          Champaign, Urbana, IL                        BTA#   71
          Clinton, IA-Sterling, IL                     BTA#   86
          Danville, IL                                 BTA#  103
          Davenport, IA-Moline, IL                     BTA#  105
          Decatur-Effingham, IL                        BTA#  109
          Galesburg, IL                                BTA#  161
          Jacksonville, IL                             BTA#  213
          Kankakee, IL                                 BTA#  225
          LaSalle-Peru-Ottawa-Streator, IL             BTA#  243
          Mattoon,IL                                   BTA#  286
          Mt.  Vernon-Centralia, IL                    BTA#  308
          Peoria, IL                                   BTA#  344
          St.  Louis, MO (Macoupin County, IL only)    BTA#  394
          Springfield, IL                              BTA#  426

Nebraska  Omaha, NE (partial)*                         BTA#  332
--------
          Lincoln, NE (partial)*                       BTA#  256
          Hastings, NE                                 BTA#  185
          Norfolk, NE                                  BTA#  323
          Grand Island-Kearney, NE                     BTA#  167

Iowa      Fort Dodge, IA                               BTA#  150
----
          Waterloo-Cedar Falls, IA                     BTA#  462
          Dubuque, IA                                  BTA#  118
          Burlington, IA                               BTA#   61
          Ottumwa, IA                                  BTA#  337
          Des Moines, IA (partial)*                    BTA#  111
          Marshalltown, IA                             BTA#  283
          Mason City, IA                               BTA#  285
          Cedar Rapids, IA                             BTA#   70
          Iowa City, IA                                BTA#  205

Michigan  Traverse City, MI                            BTA#  446
--------
          Saginaw-Bay City, MI                         BTA#  390
          Muskegon, MI                                 BTA#  310
          Grand Rapids, MI                             BTA#  169
          Mount Pleasant, MI                           BTA#  307
          Lansing, MI (partial)*                       BTA#  241
          Battle Creek, MI (partial)*                  BTA#   33

                                      D-1
</TEXT>
</DOCUMENT>
