ALLTEL CORPORATION





Exhibit (10)(f)(10)


 


 


ALLTEL CORPORATION


1999 NONEMPLOYEE DIRECTORS


STOCK COMPENSATION PLAN


(As Amended and Restated Effective January 22, 2004)


 

















 


ALLTEL CORPORATION


1999 NONEMPLOYEE DIRECTORS


STOCK COMPENSATION PLAN


(As Amended and Restated Effective January 22, 2004)


 


ARTICLE
1.  ESTABLISHMENT AND PURPOSE


 


1.1           Establishment
of the Plan.  This ALLTEL
Corporation 1999 Nonemployee Directors Stock Compensation Plan, established by
ALLTEL Corporation (“ALLTEL”) effective as of January 1, 1999  (the “Effective Date”), is hereby amended
and restated effective as of January 22, 2004 (the “Plan”).  The Plan provides for the issuance of
Restricted Shares (as hereinafter defined) to nonemployee directors of ALLTEL
in lieu of all or a portion of the annual retainer payable to them.


 


1.2           Purpose
of the Plan.  The purpose of the
Plan is to encourage stock ownership in ALLTEL by ALLTEL’s nonemployee
directors and to provide an incentive to them to continue their contribution
towards the achievement of ALLTEL’s strategic goals.


 


1.3           Duration
of the Plan.  Unless the Plan is
earlier terminated by the Board as provided in Section 6.2, the Plan shall
continue in effect following the Effective Date until all Shares which may be
issued under the Plan have been issued.


 


ARTICLE
2.  DEFINITIONS


 


Capitalized terms used and not otherwise defined in
the Plan shall have the following meanings:


 


“Annual Retainer” means the annual base fee
paid to each Nonemployee Director for serving as a Director of ALLTEL, as fixed
from time to time by the Board, but shall not include any meeting fees or any
additional fees payable to a Director for serving as Chairman of a committee of
the Board.


 


“Applicable Percentage” means the percentage of
the Annual Retainer payable to Participants by issuance of Restricted Shares
under the Plan, which initially shall be 37.5%.  The Applicable Percentage for all Participants may be changed by
the


 

















 


Board for any Fiscal
Period at least six months prior to the first day of the Fiscal Period as of
which the change is to become effective. 
In addition, a Participant may elect an Applicable Percentage for that
Participant higher than the Applicable Percentage determined from time to time
by the Board for any Fiscal Period by written notice to ALLTEL at least six months
prior to the first day of the Fiscal Period as of which the higher percentage
is to become effective.


 


“Board” or “Board of Directors” means
the Board of Directors of ALLTEL, as constituted from time to time.


 


“Change of Control” shall be deemed to have
occurred if:


 


(i)  Any “person,” as defined in Section 13(d)
and 14(d) of the Exchange Act, other than ALLTEL, any of its Subsidiaries or
any employee benefit plan maintained by ALLTEL or any of its Subsidiaries
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act) of 15% or more of the outstanding voting capital stock of ALLTEL, unless
prior thereto, the Continuing Directors (as defined in the immediately
following sentence) approve the transaction that results in the person becoming
the beneficial owner of 15% or more of the outstanding voting capital stock of
ALLTEL.  “Continuing Directors” means
Directors who were Directors of ALLTEL at the beginning of the 24-month period
ending on the date the determination is made or whose election, or nomination
for election, by ALLTEL’s stockholders was approved by at least a majority of
the Directors who are in office at the time of the election or nomination and
who either (1) were Directors at the beginning of the period or (2) were
elected, or nominated for election, by at least a majority of the Directors who
were in office at the time of the election or nomination and were Directors at
the beginning of the period;


 


(ii)  At any time Continuing Directors no longer
constitute a majority of the Directors of ALLTEL;


 


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(iii)  The Board fixes a record date for
determining stockholders entitled to vote upon (1) a merger or consolidation of
ALLTEL, statutory share exchange, or other similar transaction with another
corporation, partnership, or other entity or enterprise in which either ALLTEL
is not the surviving or continuing corporation or Shares are to be converted
into or exchanged for cash, securities other than Shares, or other property,
(2) a sale or disposition of all or substantially all of the assets of ALLTEL,
or (3) the dissolution of ALLTEL; or


 


(iv)  ALLTEL enters into an agreement with any
person, entity or enterprise the consummation of which would result in the
occurrence of an event described in subparagraphs (i), (ii) or (iii) of this
paragraph.


 


Notwithstanding
the foregoing, in no event shall a “Change of Control” be deemed to have
occurred with respect to a Participant if the Participant is part of a
purchasing group that consummates the Change of Control transaction.  A Participant shall be deemed “part of a
purchasing group” for purposes of the immediately preceding sentence if the
Participant is an equity participant in the purchasing company or group other
than as a result of (y) passive ownership of less than 5% of the voting capital
stock or voting equity interests of the purchasing company; or (z) equity
participation in the purchasing company or group that is otherwise not
significant, as determined prior to the Change of Control by a majority of the
Continuing Directors.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Disability”
means a permanent and total disability, as defined in Section 22(e)(3) of the
Code.


 


“Director”
means a person who is a member of the Board of Directors of ALLTEL.


 


“Employee” means any full-time, nonunion,
salaried employee of ALLTEL or any Subsidiary of ALLTEL.  An individual


 


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whose only employment relationship with ALLTEL or a Subsidiary of
ALLTEL is as a Director shall not be deemed to be an Employee.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as the same may be amended from time to time.


 


“Fair Market Value” means the closing price of
a Share on the New York Stock Exchange on the relevant date or, if there were
no sales reported for such date, on the next preceding date for which there
were sales reported.


 


“Fiscal Period” means the period beginning on
the day of an annual meeting of stockholders of ALLTEL and ending on the day
immediately prior to the day of the next subsequent annual meeting of
stockholders of ALLTEL.


 


“Nonemployee Director” means a Director who is
not an Employee.


 


“Participant” means a Nonemployee Director.


 


“Restricted Shares” means Shares which are
subject to the restrictions (including the restrictions on transferability) and
the substantial risk of forfeiture described in Section 4.3.


 


“Restricted Period” means the period during
which Restricted Shares may be forfeited under Article 4, which shall be the
Fiscal Period with respect to which the Restricted Shares were issued under
Section 4.1 in lieu of the Annual Retainer; except that the Restricted Period
for Restricted Shares issued to a person who first becomes a Nonemployee
Director after the first day of the Fiscal Period for which the Restricted
Shares are being issued shall be the period from the date on which the person
first became a Nonemployee Director through and including the last day of that
Fiscal Period.


 


“Retirement” means ceasing to be a Director as
a result of ALLTEL’s retirement policy specified in Article X of ALLTEL’s
Bylaws, as amended or superceded.


 


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“Shares” means shares of Common Stock, $1.00
par value, of ALLTEL.


 


“Subsidiary” means (i) any corporation of which
ALLTEL owns, directly or indirectly, capital stock representing more than 50%
of the combined voting power of all classes of capital stock, and (ii) any
other entity or enterprise (including, but not limited to, a partnership or
joint venture) of which ALLTEL owns, directly or indirectly, equity interests
representing more than 50% of the combined voting power of all classes of
equity.


 


ARTICLE
3.  SHARES SUBJECT TO THE PLAN


 


3.1           Maximum
Number of Shares.  The maximum
number of Shares that may be issued under the Plan shall be 500,000, subject to
adjustment in accordance with Section 3.3. 
Shares issued under the Plan may be authorized and unissued Shares or
Shares held in ALLTEL’s treasury.  No
single Participant may acquire under the Plan more than 1% of the number of
Shares outstanding as of the Effective Date.


 


3.2             Forfeited Shares.  In the event Restricted Shares are forfeited
to ALLTEL in accordance with the terms of the Plan, the Shares so forfeited
again shall be available for issuance under the Plan.


 


3.3           Recapitalization
Adjustment.  In the event of any
merger, reorganization, consolidation, recapitalization, liquidation, stock
dividend, stock split, share combination, or other change in the corporate
structure of ALLTEL affecting the Shares, the Board may make such adjustments
to the number of Shares specified in Section 3.1, the kind of capital stock to
be issued under the Plan, or both, as it determines, in its sole discretion, to
be appropriate to prevent dilution or enlargement of rights under the Plan.


 


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ARTICLE
4.  OPERATION OF THE PLAN


 


4.1           Issuance
of Restricted Shares in Lieu of Annual Retainer.  During the period when the Plan is in effect, for each Fiscal
Period for which a Participant is paid an Annual Retainer, ALLTEL shall pay the
Applicable Percentage of the Annual Retainer to the Participant by issuing
Restricted Shares in the name of the Participant as provided in this Article 4;
except that, for incumbent Participants as of January 22, 2004, the first
Fiscal Period following January 22, 2004 for which ALLTEL shall pay the
Applicable Percentage of the Annual Retainer to the Participant by issuing
Restricted Shares shall be the Fiscal Period beginning on the day of the 2005
annual meeting of stockholders.


 


4.2           Number
of Restricted Shares.  The number of
Restricted Shares to be issued to each Participant with respect to any Fiscal
Period shall be determined by multiplying the amount of the Annual Retainer in
effect for that Fiscal Period by the Applicable Percentage and dividing the
result by the Fair Market Value of a Share on the first business day of that
Fiscal Period (with the result so determined being rounded to the nearest whole
Share); except that, in determining the number of Restricted Shares to be
issued to a person who first becomes a Nonemployee Director after the first day
of the Fiscal Period for which the Restricted Shares are being issued, the number
of Restricted Shares that otherwise would be issued shall be multiplied by a
fraction, the numerator of which is the number of days elapsed in the Fiscal
Period from and after the date on which the person became a Nonemployee
Director and the denominator of which is the total number of days in the Fiscal
Period.


 


4.3           Issuance
of Certificates for Restricted Shares; Restrictions. Promptly after the
number of Restricted Shares to be issued to a Participant with respect to a
Fiscal Period is determined under Section 4.2, ALLTEL shall cause a certificate
representing that number of Restricted Shares to be issued in the name of the
Participant, but ALLTEL shall hold the certificate for the account of the
Participant in accordance with the terms of the Plan.  The


 


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Participant shall have
the entire beneficial ownership interest in, and all rights and privileges of a
stockholder related to, the Restricted Shares issued in the name of the
Participant, including the right to receive dividends and the right to vote the
Restricted Shares, subject to the following restrictions:  (i) the Participant shall not be entitled to
receive any certificate representing the Restricted Shares until the earlier of
the expiration of the Restricted Period with respect to those Restricted Shares
or the restrictions applicable to those Restricted Shares lapse in accordance
with Section 4.4 or Section 4.5; (ii) the Restricted Shares may not be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed of during
the Restricted Period by the Participant other than a transfer upon death by
will, by descent and distribution or by designation of a beneficiary in
accordance with Section 9.1; (iii) all of the Restricted Shares shall be
forfeited to ALLTEL and all rights of the Participant to the Restricted Shares
shall terminate without further obligation on the part of ALLTEL unless the
Participant remains a director of ALLTEL for the entire Restricted Period
applicable to the Restricted Shares, except as otherwise provided in Section
4.4 and Section 4.5, and (iv) the certificates representing the Restricted
Shares shall bear a legend describing the foregoing restrictions.  Any additional Shares issued with respect to
Restricted Shares, whether as a result of a stock distribution or an adjustment
in accordance with Section 3.3 or otherwise, shall be subject to the same
restrictions as those Restricted Shares.


 


4.4           Termination
of Service as a Director.  If a
Participant ceases to be a Director prior to the end of a Restricted Period for
any reason other than death, Disability or Retirement, the Participant
immediately shall forfeit all Restricted Shares which then are held by the
Participant, except that the Board may allow the Participant to retain any or
all of the Restricted Shares if the Board determines that the circumstances in
the particular case so warrant, and upon such a determination, all restrictions
applicable to the Restricted Shares shall lapse.  If a Participant ceases to be a Director prior to the end of a
Restricted Period as a result of death or Disability, all restrictions
applicable to Restricted Shares held by the Participant shall lapse as of the
date the Participant ceases to be a Director. If a Participant ceases to be a
Director prior to the 


 


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end of the Restricted
Period as a result of Retirement, the Participant immediately shall forfeit all
Restricted Shares which are then held by the Participant and, in lieu thereof,
ALLTEL shall pay that Nonemployee Director the corresponding pro rata portion
of the Annual Retainer in cash.


 


4.5           Change
of Control.  Upon the occurrence of
a Change of Control, all restrictions applicable to all outstanding Restricted
Shares automatically shall terminate and lapse.


 


4.6           Delivery
of Certificates.  Upon expiration of
the Restricted Period applicable to Restricted Shares or at such earlier time
as the restrictions applicable to the Restricted Shares lapse as provided in
Section 4.4 or 4.5, ALLTEL shall cause to be delivered to the Participant who
holds the Restricted Shares a certificate or certificates representing those
Shares, free of all restrictions created under Section 4.3.


 


ARTICLE
5.  COMPLIANCE WITH LAWS AND EXCHANGE
REQUIREMENTS


 


No Shares shall be issued under the Plan unless the
issuance and delivery of the Shares comply with all applicable provisions of
state and federal law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any market system or stock exchange upon
which the Shares may then be listed.


 


ARTICLE
6.  AMENDMENT AND TERMINATION OF PLAN


 


6.1           Amendment.  The Board from time to time may amend the
Plan, or any provision of the Plan, in such respects as the Board may deem
advisable without stockholder approval of ALLTEL’s stockholders, except as such
stockholder approval may be required under applicable corporate or securities
law or the listing requirements of any market system or stock exchange upon
which the Shares may then be listed.


 


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6.2           Termination.  The Board at any time may terminate or
suspend the Plan.


 


6.3           Effect
of Amendment or Termination.  No
amendment or termination of the Plan shall adversely affect a Participant’s
right to Restricted Shares issued under the Plan prior to the amendment or
termination without the Participant’s specific written consent.


 


ARTICLE
7.  ADMINISTRATION


 


7.1           Administration.  The Plan shall be administered by the
Board.  The Board shall have the power
to construe the provisions of the Plan, to determine issues arising under the
Plan, and to adopt and amend such rules and regulations governing the
administration of the Plan as it may deem desirable.  No member of the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any Shares issued
under the Plan.


 


7.2           Decisions
Binding.  All determinations and
decisions made by the Board with respect to the Plan shall be final, conclusive
and binding on all persons, including ALLTEL, ALLTEL’s stockholders and
employees, the Participants and the legal representatives, heirs and successors
of the Participants.


 


ARTICLE
8.  NOTICES


 


Each notice given under the Plan shall be in writing
and shall be delivered in person or by certified or registered mail to the
proper address.  Each notice to ALLTEL
shall be addressed as follows:  ALLTEL
Corporation, One Allied Drive, Little Rock, Arkansas 72203, Attention:
Secretary.  Each notice to a Participant
shall be addressed to the Participant at the address of the Participant
maintained by ALLTEL on its books and records. 
Anyone to whom a notice may be given under the Plan may designate a new
address by written notice to the other party to that effect.


 


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ARTICLE
9.  MISCELLANEOUS


 


9.1           Designation
of Beneficiary.  Each Participant
from time to time may name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be
issued or transferred in the event of the Participant’s death (or who may
exercise the Participant’s rights hereunder, if any, that are exercisable
following the death of the Participant). 
Each designation shall revoke all prior designations by the Participant,
shall be in a form prescribed by the Board and shall be effective only when
filed by the Participant in writing with the Board or its designee during the
Participant’s lifetime.


 


9.2           Successors.  The Plan shall inure to the benefit of and
shall be binding upon each successor of ALLTEL by merger, consolidation, or
acquisition of all or substantially all of the assets.  All rights and obligations imposed upon a
Participant and all rights granted to ALLTEL under this Plan shall be binding
upon the Participant’s heirs, legal representatives and successors.


 


9.3           No
Obligation to Nominate.  Nothing in
the Plan shall be deemed to create any obligation on the part of the Board to
nominate any Director for reelection by ALLTEL’s stockholders.


 


9.4           Governing
Law.  The Plan, and all agreements
and instruments contemplated hereby, shall be governed by and construed in
accordance with the laws of the State of Delaware.


 


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