Exhibit
10(c)(10)


 


AGREEMENT


 


This Agreement,
dated March 12, 2003, is made by and between ALLTEL Corporation, a Delaware
corporation (as hereinafter defined, the “Corporation”), and Sharilyn S.
Gasaway (as hereinafter defined, the “Executive”).


 


WHEREAS, the
Corporation recognizes that the possibility of a Change in Control (as
hereinafter defined) of the Corporation exists and that such possibility, and
the uncertainty it may cause, may result in the departure or distraction of key
management employees of the Corporation or of a Subsidiary to the detriment of
the Corporation and its stockholders; and


 


WHEREAS, the
Executive is a key management employee of the Corporation or of a Subsidiary;
and


 


WHEREAS, the
Corporation desires to encourage the continued employment of the Executive by
the Corporation or a Subsidiary and the continued dedication of the Executive
to the Executive’s assigned duties without distraction as a result of the
circumstances arising from the possibility of a Change in Control;


 


NOW THEREFORE, in
consideration of the premises and the mutual covenants herein contained, the
Corporation and the Executive hereby agree as follows:


 


1.  Defined Terms.  For purposes of this Agreement, the
following terms shall have the meanings indicated below:


 


(A)          “ALLTEL Group” shall mean,
collectively, the Corporation and each Subsidiary of the Corporation from time
to time, and a “member” of the ALLTEL Group shall mean the Corporation or any
of such entities.


 


(B)           “Board” shall mean the Board of
Directors of  the Corporation, as
constituted from time to time.


 


(C)           “Cause” for termination by the
Corporation of the Executive’s employment shall mean (i) the willful
failure by the Executive substantially to perform the Executive’s duties with
the Corporation or a Subsidiary, other than any failure resulting from the
Executive’s incapacity due to physical or mental illness or any actual or
anticipated failure after the issuance of a Notice of Termination for Good
Reason by the Executive in accordance with paragraph (A) of
Section 6, that continues for at least 30 days after the Board delivers to
the Executive a written demand for performance that identifies specifically and
in detail the manner in which the Board believes that the Executive willfully has
failed substantially to perform the Executive’s duties, or (ii) the
willful engaging by the Executive in misconduct that is demonstrably and
materially injurious to


 

















 


the Corporation or any
Subsidiary, monetarily or otherwise, or (iii) a breach by the Executive of
any of the Executive’s covenants set forth in Section 7.  For purposes of clause (i) and
clause (ii) of this definition, no act, or failure to act, on the
Executive’s part shall be deemed “willful” unless done, or omitted to be done,
by the  Executive not in good faith and
without reasonable belief that the Executive’s act, or failure to act, was in
the best interest of the Corporation and its Subsidiaries.


 


(D)          A “Change in Control” shall mean, if
subsequent to the date of this Agreement:


 


(i)            Any “person,” as defined in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), other than the Corporation, any of its subsidiaries, or
any employee benefit plan maintained by the Corporation or any of its subsidiaries,
becomes the “beneficial owner” (as defined in Rule l3d-3 under the
Exchange Act) of (A) l5% or more, but no greater than 50%, of the
outstanding voting capital stock of the Corporation, unless prior thereto, the
Continuing Directors approve the transaction that results in the person
becoming the beneficial owner of 15% or more, but no greater than 50%, of the
outstanding voting capital stock of the Corporation or (B) more than 50%
of the outstanding voting capital stock of the Corporation, regardless whether
the transaction or event by which the foregoing 50% level is exceeded is
approved by the Continuing Directors;


 


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


 


(iii)          A record date is fixed for determining
stockholders entitled to vote upon (A) a merger or consolidation of the
Corporation, statutory share exchange, or other similar transaction with
another corporation, partnership, or other entity or enterprise in which either
the Corporation is not the surviving or continuing corporation or shares of
common stock of the Corporation are to be converted into or exchanged for cash,
securities other than common stock of the Corporation, or other property,
(B) a sale or disposition of all or substantially all of the assets of the
Corporation, or (C) the dissolution of the Corporation; or


 


(iv)          The Corporation enters into an
agreement with any Person, the consummation of which would result in the
occurrence of an event described in clause (i), (ii) or (iii) above of
this paragraph (D).


 


(E)           “Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time.


 


(F)           “Continuing Directors” means
directors who were directors of the Corporation at the beginning of the 12-month
period ending on the date the determination is made  or whose election, or nomination for election by the
Corporation’s stockholders,


 


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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
(i) were directors at the beginning of the period, or (ii) 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.


 


(G)           “Corporation” shall mean ALLTEL
Corporation and any successor to its business or assets, by operation of law or
otherwise.


 


(H)          “Date of Termination” shall have the
meaning stated in paragraph (B) of Section 6 hereof.


 


(I)            “Disability” shall be deemed the
reason for the termination by the Corporation of the Executive’s employment,
if, as a result of the Executive’s incapacity due to physical or mental
illness, the Executive shall have been absent from the full-time
performance of the Executive’s duties with the Corporation or a Subsidiary for
a period of six consecutive months, the Corporation shall have given the
Executive a Notice of Termination for Disability, and, within 20 business
days after the Notice of Termination is given, the Executive shall not have
returned to the full-time performance of the Executive’s duties.


 


(J)            “Executive” shall mean the
individual named in the first paragraph of this Agreement.


 


(K)          “Good Reason” for termination by the
Executive of the Executive’s employment shall mean the occurrence, without the
Executive’s express written consent, of any one of the following:


 


(i)            a substantial adverse alteration in
the nature or status of the Executive’s responsibilities from those in effect immediately
prior to the Change in Control;


 


(ii)           a reduction by the Corporation in the
Executive’s annual base salary to any amount less than the Executive’s annual
base salary as in effect immediately prior to the Change in Control;


 


(iii)          the Corporation’s requiring the
Executive to be based more than 35 miles from the location of the
Executive’s principal office immediately prior to the Change in Control, except
for required business travel to an extent substantially consistent with the
Executive’s business travel obligations immediately prior to the Change in
Control;


 


(iv)          if the Executive was based at the
principal executive offices of the Corporation or of a Subsidiary, as the case
may be, immediately prior to the Change in Control, the Corporation’s requiring
the Executive to be based anywhere other than the principal executive offices
of the Corporation or


 


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Subsidiary, as the case
may be, except for required business travel to an extent substantially
consistent with the Executive’s business travel obligations immediately prior
to the Change in Control;


 


(v)           the failure by the Corporation to pay
to the Executive any portion of the Executive’s current compensation, or to pay
to the Executive any deferred compensation under any deferred compensation
program of the Corporation, within five days after the date the compensation is
due or to pay or reimburse the Executive for any expenses incurred by the
Executive for required business travel;


 


(vi)          the failure by the Corporation to
continue in effect any compensation plan in which the Executive participates
immediately prior to the Change in Control that is material to the Executive’s
total compensation, including but not limited to, stock option, restricted
stock, stock appreciation right, incentive compensation, bonus, and other
plans, unless an equitable alternative arrangement embodied in an ongoing
substitute or alternative plan has been made, or the failure by the Corporation
to continue the Executive’s participation therein (or in a substitute or
alternative plan) on a basis not materially less favorable, both in terms of
the amount of compensation provided and the level of the Executive’s
participation relative to other participants, than existed immediately prior to
the Change in Control;


 


(vii)         the failure by the Corporation to
continue to provide the Executive with benefits substantially similar to those
enjoyed by the Executive under any of the Corporation’s pension,
profit-sharing, life insurance, medical, health and accident, disability, or
other employee benefit plans in which the Executive was participating
immediately prior to the Change in Control; the failure by the Corporation to
continue to provide the Executive any material fringe benefit or perquisite
enjoyed by the Executive immediately prior to the Change in Control; or the
failure by the Corporation to provide the Executive with the number of paid
vacation days to which the Executive is entitled in accordance with the
Corporation’s normal vacation policy in effect immediately prior to the Change
in Control; or


 


(viii)        any purported termination by the
Corporation of the Executive’s employment that is not effected in accordance
with a Notice of Termination satisfying the requirements of paragraph (A)
of Section 6 hereof.


 


(L)           “Notice of Termination” shall have
the meaning stated in paragraph (A) of Section 6 hereof.


 


(M)         “Payment Trigger” shall mean the
occurrence of a Change in Control during the term of this Agreement coincident
with or followed at any time before the end of the 12th month immediately
following the month in which the Change in Control


 


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occurred, by the
termination of the Executive’s employment with the Corporation or a Subsidiary
for any reason other than (A) by the Executive without Good Reason,
(B) by the Corporation as a result of the Disability of the Executive or
with Cause, or (C) as a result of the death of the Executive.


 


(N)          “Person” shall have the meaning given
in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from
time to time, as modified and used in Sections 13(d) and 14(d) thereof;
except that, a Person shall not include (i) the Corporation or any
Subsidiary, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation or any Subsidiary, or (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities.


 


(O)          “Subsidiary” shall mean any
corporation or other entity or enterprise, whether incorporated or
unincorporated, of which at least a majority of the securities or other
interests having by their terms ordinary voting power to elect a majority of
the board of directors or others serving similar functions with respect to such
corporation or other entity or enterprise is owned by the Corporation or other
entity or enterprise of which the Corporation directly or indirectly owns
securities or other interests having all the voting power.


 


2.  Term of Agreement.  This Agreement shall become effective on the
date hereof and, subject to the second sentence of this Section 2, shall
continue in effect until the earliest of (i) a Date of Termination in
accordance with Section 6 or the death of the Executive shall have occurred
prior to a Change in Control, (ii) if a Payment Trigger shall have
occurred during the term of this Agreement, the performance by the Corporation
of all its obligations, and the satisfaction by the Corporation of all its
obligations and liabilities, under this Agreement, (iii) any date the
Corporation may, in its sole and absolute discretion, designate which is on or
after the third year anniversary of the date on which notice in writing is
given by ALLTEL to the Executive in accordance with Section 11 that this
Agreement will so terminate (hereinafter, 
the “Nonrenewal Date”), if, as of the Nonrenewal Date, a Change in
Control shall not have occurred and be continuing, or (iv) in the event,
as of the Nonrenewal Date, a Change in Control shall have occurred and be
continuing, either the expiration of such period thereafter within which a
Payment Trigger does not or can not occur or the ensuing occurrence of a
Payment Trigger and the performance by the Corporation of all of its
obligations and liabilities under this Agreement.  Any Change in Control during the term of this Agreement that for
any reason ceases to constitute a Change in Control or is not followed by a
Payment Trigger shall not effect a termination or lapse of this Agreement.


 


3.  General Provisions.


 


(A)          The Corporation hereby represents and
warrants to the Executive as follows: 
The execution and delivery of this Agreement and the performance by the
Corporation of the actions contemplated hereby have been duly authorized by all
necessary corporate action on the part of the Corporation.  This Agreement is a legal, valid and legally
binding obligation of the Corporation enforceable in accordance with its
terms.  Neither the execution or
delivery of this Agreement nor the consummation by the Corporation of the


 


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actions contemplated
hereby (i) will violate any provision of the certificate of incorporation
or bylaws (or other charter documents) of the Corporation, (ii) will
violate or be in conflict with any applicable law or any judgment, decree,
injunction or order of any court or governmental agency or authority, or
(iii) will violate or conflict with or constitute a default (or an event
of which, with notice or lapse of time or both, would constitute a default)
under or will result in the termination of, accelerate the performance required
by, or result in the creation of any lien, security interest, charge or
encumbrance upon any of the assets or properties of the Corporation under, any
term or provision of the certificate of incorporation or bylaws (or other
charter documents) of the Corporation or of any contract, commitment,
understanding, arrangement, agreement or restriction of any kind or character
to which the Corporation is a party or by which the Corporation or any of its
properties or assets may be bound or affected. 
The Corporation shall not at any time assert that any provision of this
Agreement is invalid or unenforceable in any respect or to any extent,
irrespective of the outcome of any action, suit, or proceeding.


 


(B)           No amount or benefit shall be payable
under Section 4 or Section 5 unless there shall have occurred a Payment Trigger
during the term of this Agreement.  In
no event shall payments in accordance with this Agreement be made in respect of
more than one Payment Trigger.  Any
transfer of the Executive’s employment from the Corporation to a Subsidiary,
from a Subsidiary to the Corporation, or from one Subsidiary to another
Subsidiary shall not constitute a termination of the Executive’s employment for
purposes of this Agreement and shall not limit, reduce or terminate any of the
Executive’s rights or benefits under this Agreement.


 


(C)           This Agreement shall not be construed
as creating an express or implied contract of employment, and, except to the
extent (if any) otherwise agreed in writing between the Executive and the
Corporation, the Executive shall not have any right to be retained in the
employ of the Corporation or of a Subsidiary and the Corporation and any
Subsidiary may in its sole and absolute discretion at any time terminate the
Executive’s employment for any reason (but the Corporation shall be obligated,
subject to the provisions of this Agreement, to make the payments described in
Section 4 and Section 5 if a Payment Trigger occurred during the term of this
Agreement, including, without limitation, a Payment Trigger that occurs as a
result of any such termination of the Executive’s employment).   Notwithstanding the immediately preceding
sentence or any other provision of this Agreement, no purported termination of
the Executive’s employment that is not effected in accordance with a Notice of
Termination satisfying paragraph (A) of Section 6 shall be effective
for purposes of this Agreement.  The
Executive’s right, following the occurrence of a Change in Control, to
terminate the Executive’s employment under this Agreement for Good Reason shall
not be affected by the Executive’s Disability or incapacity.  The Executive’s continued employment shall
not constitute consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason under this Agreement.


 


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4.  Payments Due Upon a Payment Trigger.


 


(A)          The Corporation shall pay to the
Executive the payments described in this Section 4 upon the occurrence of a
Payment Trigger during the term of this Agreement.


 


(B)           Upon the occurrence of a Payment
Trigger during the term of this Agreement, the Corporation shall pay to the
Executive a lump sum payment, in cash, equal to the product of:


 


(i)                                                             one
multiplied by


 


(ii)                                                          the
sum of -


 


(a)   the higher of the Executive’s annual base
salary in effect immediately prior to the occurrence of the Change in Control
or the Executive’s annual base salary in effect immediately prior to the
Payment Trigger, plus


 


(b)   the higher of the aggregate maximum amounts
payable to the Executive pursuant to all incentive compensation plans for the
fiscal year or other measuring period commencing coincident with or most
recently prior to the date on which the Change in Control occurs or the
aggregate maximum amounts payable to the Executive pursuant to all incentive
compensation plans for the fiscal year or other measuring period commencing
coincident with or most recently prior to the date on which the Payment Trigger
occurs, in each case, assuming that the Executive were continuously employed by
the Corporation or a Subsidiary on the terms and conditions, including, without
limitation, the terms of the incentive plans, in effect immediately prior to
the Change in Control or Payment Trigger, whichever applies, until the last day
of that fiscal year or other measuring period.


 


The amount determined under the foregoing provisions of this
paragraph (B) shall be reduced by any cash severance benefit otherwise
paid to the Executive under any applicable severance plan or other severance
arrangement.  For purposes of this
paragraph (B), amounts payable to the Executive pursuant to an incentive compensation
plan for the fiscal year or other measuring period commencing coincident with
or most recently prior to the date on which the Change of Control or Payment
Trigger, as applicable, occurs (the “applicable year/period”) shall not include
amounts attributable to a fiscal year or other measuring period that commenced
prior to the applicable year/period and that become payable during the
applicable year/period.  For purposes of
this paragraph (B), incentive compensation plans shall include, without limitation,
the ALLTEL Corporation Performance Incentive Compensation Plan as in effect
from time to time, the ALLTEL Corporation Long-Term Performance Incentive
Compensation Plan as in effect from time to time, and any incentive bonus plan
or arrangement that provides for payment of cash compensation, and shall
exclude, without limitation, the ALLTEL Corporation Executive Deferred
Compensation Plan as in effect from time to time, any plan qualified or
intended to be qualified under Section 401(a) of the Code and any plan
supplementary thereto, executive fringe


 


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benefits, and any plan or arrangement under which stock, stock options,
stock appreciation rights, restricted stock or similar options, stock, or
rights are issued.


 


(C)           Notwithstanding any provision of any
incentive compensation plan, including, without limitation, any provision of
any incentive plan requiring continued employment after the completed fiscal
year or other measuring period, the Corporation shall pay to the Executive a
lump sum amount, in cash, equal to the amount of any incentive compensation
that has been allocated or awarded to the Executive for a completed fiscal year
or other measuring period preceding the occurrence of a Payment Trigger under
any incentive compensation plan but has not yet been paid to the Executive.


 


(D)          The payments provided for in
paragraphs (B) and (C) of this Section 4 shall be made not later than
the fifth day following the occurrence of a Payment Trigger, unless the amounts
of such payments cannot be finally determined on or before that day, in which
case, the Corporation shall pay to the Executive on that day an estimate, as
reasonably determined in good faith by the Corporation, of the minimum amount
of the payments to which the Executive is clearly entitled and shall pay the
remainder of the payments (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be
determined but in no event later than the thirtieth day after the occurrence of
a Payment Trigger.  In the event the
amount of the estimated payments exceeds the amount subsequently determined to
have been due, the excess shall constitute a loan by the Corporation to the
Executive, payable on the fifth business day after demand by the Corporation
(together with interest at the rate provided in Section l274(b)(2)(B) of
the Code).  At the time that payments
are made under this Section 4, the Corporation shall provide the Executive
with a written statement setting forth the manner in which the payments were
calculated and the basis for the calculations including, without limitation,
any opinions or other advice the Corporation has received from outside counsel,
auditors or consultants (and any opinions or advice that are in writing shall
be attached to the statement).


 


5.  Gross-Up Payments.


 


(A)          This Section 5 shall apply if a
Payment Trigger shall have occurred during the term of this Agreement.


 


(B)           In the event it shall be determined
that any payment or distribution by the Corporation or other amount with
respect to the Corporation to or for the benefit of the Executive, whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional
payments required under this Section 5 (a “Payment”), is (or will be)
subject to the excise tax imposed by Section 4999 of the Code or any
interest or penalties are (or will be) incurred by the Executive with respect
to the excise tax imposed by Section 4999 of the Code with respect to the
Corporation (the excise tax, together with any interest and penalties, are
hereinafter collectively referred to as the “Excise Tax”), the Executive shall
be entitled to


 


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receive an additional
cash payment (a “Gross-Up Payment”) from the Corporation in an amount equal to
the sum of the Excise Tax and an amount sufficient to pay the cumulative Excise
Tax and all cumulative income taxes (including any interest and penalties
imposed with respect to such taxes) relating to the Gross-Up Payment so
that the net amount retained by the Executive is equal to all payments received
pursuant to the terms of this Agreement or otherwise less income taxes (but not
reduced by the Excise Tax).


 


(C)           Subject to the provisions of
paragraph (D) of this Section 5, all determinations required to be
made under this Section 5, 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 the determination, shall be made by a nationally
recognized certified public accounting firm designated by the Executive (the
“Accounting Firm”) which shall provide detailed supporting calculations both to
the Corporation and the Executive within 30 days after the receipt of
notice from the Executive that there has been a Payment, or such earlier time
as is requested by the Corporation.  In
the event that at any time relevant to this Agreement the Accounting Firm is
serving as accountant or auditor for the individual, entity or group or Person
effecting the Change in Control, the Executive shall appoint another nationally
recognized certified public accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting
Firm hereunder).  All fees and expenses
of the Accounting Firm shall be borne solely by the Corporation.  Any Gross-Up Payment, as determined in
accordance with this Section 5, shall be paid by the Corporation to the
Executive within five days after the receipt of the Accounting Firm’s
determination.  If the Accounting Firm
determines that no Excise Tax is payable by the Executive, it shall so indicate
to the Executive in writing.  Any
determination by the Accounting Firm shall be binding upon the Corporation and
the Executive.  As a result of
uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm, it is possible that Gross-Up
Payments that the Corporation should have made will not have been made (an
“Underpayment”), consistent with the calculations required to be made
hereunder.  In the event the Corporation
exhausts its remedies in accordance with paragraph (D) of this Section 5
and the Executive thereafter is required to make a payment of any Excise Tax,
the Accounting Firm shall determine the amount of Underpayment that has
occurred and the Underpayment shall be promptly paid by the Corporation to or
for the benefit of the Executive.


 


(D)          The Executive shall notify the
Corporation in writing of any claim by the Internal Revenue Service that, if
successful, would require a Gross-Up Payment (that has not already been paid by
the Corporation).  The notification
shall be given as soon as practicable but no later than ten business days after
the Executive is informed in writing of the claim and shall apprize the
Corporation of the nature of the claim and the date on which the claim is
requested to be paid.  The Executive
shall not pay the claim prior to the expiration of the 30-day period following
the date on which the Executive gives notice to the Corporation or any shorter
period ending on the date that any payment of taxes with respect to the claim
is due.  If the Corporation notifies the
Executive in writing


 


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prior to the expiration
of the 30-day period that it desires to contest the claim, the Executive shall:


 


(i)            give the Corporation any information
reasonably requested by the Corporation relating to the claim;


 


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


 


(iii)          cooperate with the Corporation in good
faith in order effectively to contest the claim; and


 


(iv)          permit the Corporation to participate
in any proceedings relating to the claim.


 


The Corporation shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with the
contest and shall indemnify and hold the 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 the representation and payment of costs
and expenses.  Without limitation of the
foregoing provisions of this Section 5, the Corporation shall control all
proceedings taken in connection with the contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings, and
conferences with the taxing authority in respect of the claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute the contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Corporation shall determine.  If the
Corporation directs the Executive to pay the claim and sue for a refund, the
Corporation shall advance the amount of the payment to the Executive, on an
interest-free basis, and shall indemnify and hold the 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 the advance or with
respect to any imputed income with respect to the advance; and any extension of
the statute of limitations relating to payment of taxes for the taxable year of
the Executive with respect to which the contested amount is claimed to be due
shall be limited solely to the contested amount.  The Corporation’s control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the 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.


 


(E)           If, after the receipt by the Executive
of an amount advanced by the Corporation pursuant to paragraph (D) of this
Section 5, the Executive becomes entitled to receive any refund with
respect to the claim, the Executive shall, subject to the Corporation’s
compliance with the requirements of paragraph (D) of this Section 5,
promptly pay to the Corporation the amount of the refund (together with any
interest paid


 


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or credited thereon after
taxes applicable thereto).  If, after
the receipt by the Executive of an amount advanced by the Corporation pursuant
to paragraph (D) of this Section 5, a determination is made that the
Executive shall not be entitled to any refund with respect to the claim
and  the Corporation does not notify the
Executive in writing of its intent to contest the denial of refund prior to the
expiration of 30 days after the determination, then the advance shall be
forgiven and shall not be required to be repaid and the amount of the advance
shall offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid.


 


(F)           Notwithstanding any other provision
of this Section 5, to the extent that the Executive is entitled to a tax
“gross-up” payment with respect to a Payment from the Corporation, any
Subsidiary, or any affiliate of the Corporation under any other agreement, the
foregoing provisions of this Section 5 shall not apply to that Payment.


 


6.  Termination Procedures.


 


(A)          During the term of this Agreement, any
purported termination of the Executive’s employment (other than by reason of
death) shall be communicated by written Notice of Termination from one party
hereto to the other party hereto in accordance with Section 11
hereof.  For purposes of this Agreement,
a “Notice of Termination” shall mean a written notice that indicates any
provision in this Agreement relied upon, and, if applicable, the notice shall
set forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive’s employment under the provision so
indicated.  Further, a Notice of
Termination for Cause shall include a copy of a resolution duly adopted by the
affirmative vote of not less than a majority of the entire membership of the
Board at a meeting of the Board that was called and held for the purpose of
considering the termination finding that, in the informed, reasonable, good
faith judgment of the Board, the Executive was guilty of conduct set forth in
the definition of Cause in Section 1(C), and specifying the particulars
thereof in detail.


 


(B)           “Date of Termination” with respect to
any purported termination of the Executive’s employment during the term of this
Agreement (other than by reason of death) shall mean (i) if the
Executive’s employment is terminated for Disability, 20 business days after
Notice of Termination is given (provided that the Executive shall not have
returned to the full-time performance of the Executive’s duties during that 20
business day period) and (ii) if the Executive’s employment is terminated
for any other reason, the date specified in the Notice of Termination, which,
in the case of a termination by the Corporation, shall not be less than ten
business days except in the case of a termination for Cause, and, in the case
of a termination by the Executive, shall not be less than ten business days nor
more than 20 business days, respectively, after the date such Notice of
Termination is given.


 


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7.  Protective Covenants By The Executive.


 


(A)          Return of Property.  Within five days after the date of
termination of the Executive’s employment with the ALLTEL Group, the Executive
shall deliver to the Corporation all of the ALLTEL Group’s property in the
Executive’s possession, custody or control, including, without limitation, all
keys and credit cards, all computers and fax machines, and all files,
documents, data and information in any medium relating in any way to the ALLTEL
Group or its employees, suppliers, customers or business.


 


(B)           Non-Disclosure.  The Executive acknowledges that in the
course of the Executive’s employment with the ALLTEL Group he has had and will
have access to confidential information and trade secrets proprietary to ALLTEL
Group, including but not limited to, information relating to the ALLTEL Group’s
products, suppliers, and customers, the sources, nature, processes, costs and
prices of the ALLTEL Group’s products, the names, addresses, contact persons,
purchasing and sales histories, and preference of the ALLTEL Group’s suppliers
and customers, the ALLTEL Group’s business plans and strategies, and the names
and addresses of, amounts of compensation paid to, and the trading and sales
performance of the ALLTEL Group’s employees and agents (hereinafter referred to
as the “Confidential Information”).  The
Executive further acknowledges that the Confidential Information is proprietary
to the ALLTEL Group, that the unauthorized disclosure of any of the
Confidential Information to any person or entity could result in immediate and
irreparable competitive injury to the ALLTEL Group, that could not adequately
be remedied by an award of monetary damages. 
Accordingly, the Executive shall not disclose at any time any
Confidential Information to any person or entity who is not properly authorized
by the Corporation to receive the information, without the prior written
permission of the Corporation’s Chief Executive Officer.


 


(C)           Non-Interference.  The Executive shall not during the
Executive’s employment with the ALLTEL Group and thereafter until the
expiration of 12 calendar months immediately following the calendar month in
which occurs the Executive’s termination of employment with the ALLTEL Group
knowingly employ, or knowingly assist any person or entity other than the
ALLTEL Group in employing, any employee of any member of the ALLTEL Group.  The Executive shall not during the term of
the Executive’s employment with the ALLTEL Group and thereafter until the
expiration of 12 calendar months immediately following the calendar month
in which occurs the Executive’s termination of employment with the ALLTEL Group
knowingly solicit, or knowingly assist any person or entity to solicit, any
employee of any member of the ALLTEL Group to leave the ALLTEL Group’s
employment or to become employed by any entity that is not a member of the
ALLTEL Group.


 


(D)          Harmful Statements.  The Executive shall not at any time
knowingly disseminate any information or knowingly make any statements, whether
written, oral or otherwise, that are negative, disparaging or critical of the Corporation,
any other member of the ALLTEL Group, or any of their parents, subsidiaries,
affiliates, or their respective officers, directors, employees, shareholders,
trustees, administrators, or employee benefit plans, or the representatives,
employees, agents, predecessors, successors, heirs, or


 


12

















 


assigns of any of the
foregoing (hereinafter, the “ALLTEL Parties”), or their business or operations,
or that place any of the ALLTEL Parties in a bad light, other than any such
statement or information that is made or disseminated by the Executive in a
good faith belief as to their truth or accuracy and is either required by law
or is reasonably necessary to the enforcement by the Executive of any right the
Executive has related to the Executive’s employment with the ALLTEL Group.


 


(E)           Resignations.  Within five days after the termination of
the Executive’s employment with the ALLTEL Group, the Executive shall execute
and deliver to the Chief Executive Officer of the Corporation such resignations
as a director and officer of the Corporation and any other members of the
ALLTEL Group, in such form, as may be reasonably requested by the Corporation’s
Chief Executive Officer.


 


(F)           Challenge to Validity.  The Executive shall not at any time assert
that any provision of this Agreement is invalid or unenforceable in any respect
or to any extent, irrespective of the outcome of any action, suit or
proceeding.


 


(G)           Executive Assistance.  If a Payment Trigger occurs during the term
of this Agreement and if the Corporation is not in breach of any of the
Corporation’s covenants set forth in this Agreement, the Executive shall, until
the expiration of 12 calendar months immediately following the calendar
month in which the Payment Trigger occurred, provide such information and
assistance as the Corporation may reasonably request as necessary or
appropriate to assist any ALLTEL Group member in the arbitration or litigation
or potential arbitration or litigation of any claim, action, suit or proceeding
by any person or entity other than the Executive against any ALLTEL Group
member arising from events occurring during the Executive’s employment with the
ALLTEL Group, if the Corporation pays all out-of-pocket expenses incurred by
the Executive in complying with this paragraph (G).  The Executive shall not, however, be
required to provide assistance that would interfere with any activity for
remuneration or profit in which the Executive is then actively engaged.


 


8.  No Mitigation.  The Executive shall not be required to seek
other employment or to attempt in any way to reduce any amounts payable to the
Executive by the Corporation pursuant to this Agreement.  Further, the amount of any payment or benefit
provided for in this Agreement shall not be reduced by any compensation earned
by the Executive as the  result of
employment by another employer, by retirement benefits, by offset against any
amount claimed to be owed by the Executive to the Corporation or a Subsidiary,
or otherwise.


 


9.  Disputes; Remedies.


 


(A)          If a dispute or controversy arises out
of or in connection with this Agreement, the parties shall first attempt in
good faith to settle the dispute or controversy by mediation under the
Commercial Mediation Rules of the American Arbitration Association before
resorting to arbitration or litigation. 
Thereafter, any remaining unresolved dispute or controversy arising out
of or in connection with this Agreement


 


13

















 


shall, upon a written
notice from the Executive to the Corporation either before suit thereupon is
filed or within 20 business days thereafter, be settled exclusively by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association in a city located within the continental United States
designated by the Executive.  Judgment
may be entered on the arbitrator’s award in any court having jurisdiction.  Notwithstanding the foregoing provisions of
this paragraph (A):


 


(i)            The Executive shall be entitled to
seek specific performance of the Corporation’s obligations hereunder during the
pendency of any dispute or controversy arising under or in connection with this
Agreement; and


 


(ii)           The Corporation shall be entitled to
seek the injunctive relief described in paragraph (E) of this Section 9 during
the pendency of any dispute or controversy arising under or in connection with
this Agreement.


 


(B)           Any legal action concerning this
Agreement, other than a mediation or an arbitration described in paragraph (A)
of this Section 9, whether instituted by the Corporation or the Executive,
shall be brought and resolved only in a state court of competent jurisdiction
located in the territory that encompasses the city, county, or parish in which the
Executive’s principal residence is located at the time such action is
commenced.  The Corporation hereby
irrevocably consents and submits to and shall take any action necessary to
subject itself to the personal jurisdiction of that court and hereby
irrevocably agrees that all claims in respect of the action shall be
instituted, heard, and determined in that court. The Corporation agrees that
such court is a convenient forum, and hereby irrevocably waives, to the fullest
extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of the action.  Any final
judgment in the action may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.


 


(C)           The Corporation shall pay all costs
and expenses, including attorneys’ fees and disbursements, of the Corporation
and, at least monthly, all reasonable costs and expenses, including reasonable
attorney’s fees and disbursements, of the Executive in connection with any
legal proceeding (including arbitration), whether or not instituted by the
Corporation or the Executive, relating to the interpretation or enforcement of
any provision of this Agreement.  The
Corporation shall pay prejudgment interest on any money judgment obtained by
the Executive as a result of any such proceeding, calculated at the rate
provided in Section 1274(b)(2)(B) of the Code.  Notwithstanding the foregoing provisions of this
paragraph (C):


 


(i)            If the Executive instituted the
legal proceeding and the judge, arbitrator, or other individual  presiding over the proceeding affirmatively
finds that the Executive instituted the proceeding in bad faith, no
reimbursement pursuant to this paragraph (C) shall be due to the Executive, the
Executive shall repay the Corporation for any amounts previously paid by it
pursuant to this paragraph (C), and the Executive shall pay all reasonable
costs and expenses,


 


14

















 


including reasonable
attorney’s fees and disbursements, of the Corporation in connection with the
proceeding;


 


(ii)           With respect to any dispute in which
the Executive challenges the validity or enforceability of any provision of
this Agreement in any respect or to any extent, no reimbursement or no further
reimbursement pursuant to this paragraph (C) shall be due to the Executive, and
the Executive shall repay the Corporation for any amounts previously paid by it
pursuant to this paragraph (C); and


 


(iii)          With respect to any dispute or
controversy regarding the provisions of Section 7, other than a dispute to
which the immediately preceding clause (ii) applies, if the Executive does not
prevail (after exhaustion of all available remedies), no further reimbursement
pursuant to this paragraph (C) shall be due to the Executive, and the Executive
shall repay the Corporation for any amounts previously paid by it pursuant to
this paragraph (C) in respect of such dispute.


 


(D)          The Executive acknowledges and agrees
that the Executive’s sole and exclusive remedy with respect to any and all
claims arising under this Agreement or for breach hereof by the Corporation
shall be the right to receive such amounts as are provided for under
Section 4, Section 5, and paragraph (C) of this Section 9, to
which the Executive is otherwise entitled pursuant to the terms and conditions
of this Agreement.


 


(E)           The Executive acknowledges and agrees
that each and every covenant contained in Section 7 (hereinafter, the
“Protective Covenants ") is reasonable and is necessary to protect the trade
secrets, confidential information, and other business interests of the ALLTEL
Group and that the Executive’s compliance with each of the Protective Covenants
is necessary to protect the ALLTEL Group from unfair injury.  The Executive acknowledges that the
Protective Covenants are a principal inducement for the willingness of the
Corporation to enter into this Agreement and make the payments and provide the
benefits to the Executive under this Agreement and that the Corporation and the
Executive intend the Protective Covenants to be binding upon and enforceable
against the Executive in accordance with their terms, notwithstanding any
common or statutory law to the contrary. 
Notwithstanding any other provision of this Agreement, the obligations
of the Corporation under this Agreement are conditioned upon compliance by the
Executive with each of the Protective Covenants, and failure by the Executive
to comply, in all material respects, with the Protective Covenants shall
entitle the Corporation to all rights and remedies available at law or in equity.  The Executive acknowledges that a breach, in
any material respect, of the Protective Covenants could result in irreparable
and continuing harm and damage to the ALLTEL Group for which there may be no
adequate remedy at law.  In the event of
a breach, in any material respects, of any of the Protective Covenants, each
and every member of the ALLTEL Group shall be entitled to injunctive relief in
addition to any other remedy or relief to which any of them may be entitled.


 


15

















 


10.  Successors; Binding Agreement


 


(A)          In addition to any obligations imposed
by law upon any successor to the Corporation, the Corporation shall require any
successor (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all of the business or assets of the
Corporation expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Corporation would be required to perform
it if no such succession had taken place. 
Failure of the Corporation to obtain the assumption and agreement prior
to the effectiveness of any succession shall be a breach of this Agreement and
shall entitle the Executive to compensation from the Corporation in the same
amount and on the same terms as the Executive would be entitled to hereunder if
the Executive were to terminate the Executive’s employmen t for Good Reason
immediately after a Change in Control and during the term of this Agreement,
except that, for purposes of implementing the foregoing, the date on which any
succession becomes effective shall be deemed the Payment Trigger occasioned by
the foregoing deemed termination of employment for Good Reason immediately
following a Change in Control.  The
provisions of this Section 10 shall continue to apply to each subsequent
employer of the Executive bound by this Agreement in the event of any merger,
consolidation, or transfer of all or substantially all of the business or
assets of that subsequent employer.


 


(B)           This Agreement shall inure to the
benefit of and be enforceable by the Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, and legatees.  If the
Executive shall die while any amount would be payable to the Executive
hereunder if the Executive had continued to live, the amount, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement
to the executors, personal representatives, or administrators of the Executive’s
estate.


 


 


16

















 


11.  Notices.  For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon actual receipt:


 


	
   

  	
  To the Corporation:

  
	
   

  	
   

  
	
   

  	
  ALLTEL Corporation

  
	
   

  	
  One Allied Drive

  
	
   

  	
  Little Rock, Arkansas  72202

  
	
   

  	
  Attention: 
  Chairman of the Board

  



 


	
   

  	
  To the Executive:

  
	
   

  	
   

  
	
   

  	
  Sharilyn S. Gasaway

  
	
   

  	
  3 Westoak Circle

  
	
   

  	
  Little Rock, AR 72223

  



 


17

















 


12.  Miscellaneous.  No provision of this Agreement may be
modified, waived, or discharged unless such waiver, modification, or discharge
is agreed to in writing and signed by the Executive and an officer of the
Corporation specifically designated by the Board.  No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly
set forth in this Agreement.  The
validity, interpretation, construction, and performance of this Agreement shall
be governed by the laws of the State of Delaware.  All references to sections of the Exchange Act or the Code shall
be deemed also to refer to any successor provisions to such sections.  Any payments provided for hereunder shall be
paid net of any applicable withholding required under federal, state, or local
law and any additional withholding to which the Executive has agreed.


 


13.  Validity.  The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.


 


14.  Counterparts.  This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.


 


IN WITNESS WHEREOF,
the parties have signed this Agreement as of the date set forth above.


 


	
   

  	
  ALLTEL
  CORPORATION

  	
   

  
	
   

  
	
  Attest:

  
	
   

  
	
  /s/  Francis X. Frantz

  	
   

  	
  By:

  	
    /s/    Scott T. Ford

  	
   

  
	
  Name:

  	
  Francis X. Frantz

  	
   

  	
    Name:

  
	
  Title:

  	
  Secretary

  	
   

  	
    Title:

  
	
   

  
	
  Witness:

  
	
   

  
	
  /s/  Ansje P. Dean

  	
   

  	
  /s/    Sharilyn S. Gasaway

  	
   

  
	
   

  	
  Sharilyn S. Gasaway

  
								



 


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