**Exhibit10(c)(10)**

 

**AGREEMENT**

 

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

 

**WHEREAS**, theCorporation recognizes that the possibility of a Change in Control (ashereinafter defined) of the Corporation exists and that such possibility, andthe uncertainty it may cause, may result in the departure or distraction of keymanagement employees of the Corporation or of a Subsidiary to the detriment ofthe Corporation and its stockholders; and

 

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

 

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

 

**NOW THEREFORE**, inconsideration of the premises and the mutual covenants herein contained, theCorporation and the Executive hereby agree as follows:

 

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

 

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

 

(B)           “Board” shall mean the Board ofDirectors of  the Corporation, asconstituted from time to time.

 

(C)           “Cause” for termination by theCorporation of the Executive’s employment shall mean (i) the willfulfailure by the Executive substantially to perform the Executive’s duties withthe Corporation or a Subsidiary, other than any failure resulting from theExecutive’s incapacity due to physical or mental illness or any actual oranticipated failure after the issuance of a Notice of Termination for GoodReason by the Executive in accordance with paragraph (A) ofSection 6, that continues for at least 30 days after the Board delivers tothe Executive a written demand for performance that identifies specifically andin detail the manner in which the Board believes that the Executive willfully hasfailed substantially to perform the Executive’s duties, or (ii) thewillful engaging by the Executive in misconduct that is demonstrably andmaterially injurious to

 

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the Corporation or anySubsidiary, monetarily or otherwise, or (iii) a breach by the Executive ofany of the Executive’s covenants set forth in Section 7.  For purposes of clause (i) andclause (ii) of this definition, no act, or failure to act, on theExecutive’s part shall be deemed “willful” unless done, or omitted to be done,by the  Executive not in good faith andwithout reasonable belief that the Executive’s act, or failure to act, was inthe best interest of the Corporation and its Subsidiaries.

 

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

 

(i)            Any “person,” as defined inSection 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, orany employee benefit plan maintained by the Corporation or any of its subsidiaries,becomes the “beneficial owner” (as defined in Rule l3d-3 under theExchange Act) of (A) l5% or more, but no greater than 50%, of theoutstanding voting capital stock of the Corporation, unless prior thereto, theContinuing Directors approve the transaction that results in the personbecoming the beneficial owner of 15% or more, but no greater than 50%, of theoutstanding voting capital stock of the Corporation or (B) more than 50%of the outstanding voting capital stock of the Corporation, regardless whetherthe transaction or event by which the foregoing 50% level is exceeded isapproved by the Continuing Directors;

 

(ii)           At any time Continuing Directors nolonger constitute a majority of the directors of the Corporation; or

 

(iii)          A record date is fixed for determiningstockholders entitled to vote upon (A) a merger or consolidation of theCorporation, statutory share exchange, or other similar transaction withanother corporation, partnership, or other entity or enterprise in which eitherthe Corporation is not the surviving or continuing corporation or shares ofcommon 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 theCorporation, or (C) the dissolution of the Corporation; or

 

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

 

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

 

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

 

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was approved by at least a majority of the directorswho 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) wereelected, or nominated for election, by at least a majority of the directors whowere in office at the time of the election or nomination and were directors atthe beginning of the period.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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Subsidiary, as the casemay be, except for required business travel to an extent substantiallyconsistent with the Executive’s business travel obligations immediately priorto the Change in Control;

 

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

 

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

 

(vii)         the failure by the Corporation tocontinue to provide the Executive with benefits substantially similar to thoseenjoyed by the Executive under any of the Corporation’s pension,profit-sharing, life insurance, medical, health and accident, disability, orother employee benefit plans in which the Executive was participatingimmediately prior to the Change in Control; the failure by the Corporation tocontinue to provide the Executive any material fringe benefit or perquisiteenjoyed by the Executive immediately prior to the Change in Control; or thefailure by the Corporation to provide the Executive with the number of paidvacation days to which the Executive is entitled in accordance with theCorporation’s normal vacation policy in effect immediately prior to the Changein Control; or

 

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

 

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

 

(M)         “Payment Trigger” shall mean theoccurrence of a Change in Control during the term of this Agreement coincidentwith or followed at any time before the end of the 12th month immediatelyfollowing the month in which the Change in Control

 

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

 

(N)          “Person” shall have the meaning givenin Section 3(a)(9) of the Securities Exchange Act of 1934, as amended fromtime 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 anySubsidiary, (ii) a trustee or other fiduciary holding securities under anemployee benefit plan of the Corporation or any Subsidiary, or (iii) anunderwriter temporarily holding securities pursuant to an offering of suchsecurities.

 

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

 

2.  **Term of Agreement**.  This Agreement shall become effective on thedate hereof and, subject to the second sentence of this Section 2, shallcontinue in effect until the earliest of (i) a Date of Termination inaccordance with Section 6 or the death of the Executive shall have occurredprior to a Change in Control, (ii) if a Payment Trigger shall haveoccurred during the term of this Agreement, the performance by the Corporationof all its obligations, and the satisfaction by the Corporation of all itsobligations and liabilities, under this Agreement, (iii) any date theCorporation may, in its sole and absolute discretion, designate which is on orafter the third year anniversary of the date on which notice in writing isgiven by ALLTEL to the Executive in accordance with Section 11 that thisAgreement will so terminate (hereinafter, the “Nonrenewal Date”), if, as of the Nonrenewal Date, a Change inControl 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 becontinuing, either the expiration of such period thereafter within which aPayment Trigger does not or can not occur or the ensuing occurrence of aPayment Trigger and the performance by the Corporation of all of itsobligations and liabilities under this Agreement.  Any Change in Control during the term of this Agreement that forany reason ceases to constitute a Change in Control or is not followed by aPayment Trigger shall not effect a termination or lapse of this Agreement.

 

3.  **General Provisions**.

 

(A)          The Corporation hereby represents andwarrants to the Executive as follows: The execution and delivery of this Agreement and the performance by theCorporation of the actions contemplated hereby have been duly authorized by allnecessary corporate action on the part of the Corporation.  This Agreement is a legal, valid and legallybinding obligation of the Corporation enforceable in accordance with itsterms.  Neither the execution ordelivery of this Agreement nor the consummation by the Corporation of the

 

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actions contemplatedhereby (i) will violate any provision of the certificate of incorporationor bylaws (or other charter documents) of the Corporation, (ii) willviolate 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 eventof which, with notice or lapse of time or both, would constitute a default)under or will result in the termination of, accelerate the performance requiredby, or result in the creation of any lien, security interest, charge orencumbrance upon any of the assets or properties of the Corporation under, anyterm or provision of the certificate of incorporation or bylaws (or othercharter documents) of the Corporation or of any contract, commitment,understanding, arrangement, agreement or restriction of any kind or characterto which the Corporation is a party or by which the Corporation or any of itsproperties or assets may be bound or affected. The Corporation shall not at any time assert that any provision of thisAgreement 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 payableunder Section 4 or Section 5 unless there shall have occurred a Payment Triggerduring the term of this Agreement.  Inno event shall payments in accordance with this Agreement be made in respect ofmore than one Payment Trigger.  Anytransfer of the Executive’s employment from the Corporation to a Subsidiary,from a Subsidiary to the Corporation, or from one Subsidiary to anotherSubsidiary shall not constitute a termination of the Executive’s employment forpurposes of this Agreement and shall not limit, reduce or terminate any of theExecutive’s rights or benefits under this Agreement.

 

(C)           This Agreement shall not be construedas creating an express or implied contract of employment, and, except to theextent (if any) otherwise agreed in writing between the Executive and theCorporation, the Executive shall not have any right to be retained in theemploy of the Corporation or of a Subsidiary and the Corporation and anySubsidiary may in its sole and absolute discretion at any time terminate theExecutive’s employment for any reason (but the Corporation shall be obligated,subject to the provisions of this Agreement, to make the payments described inSection 4 and Section 5 if a Payment Trigger occurred during the term of thisAgreement, including, without limitation, a Payment Trigger that occurs as aresult of any such termination of the Executive’s employment).   Notwithstanding the immediately precedingsentence or any other provision of this Agreement, no purported termination ofthe Executive’s employment that is not effected in accordance with a Notice ofTermination satisfying paragraph (A) of Section 6 shall be effectivefor purposes of this Agreement.  TheExecutive’s right, following the occurrence of a Change in Control, toterminate the Executive’s employment under this Agreement for Good Reason shallnot be affected by the Executive’s Disability or incapacity.  The Executive’s continued employment shallnot constitute consent to, or a waiver of rights with respect to, any act orfailure 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 theExecutive the payments described in this Section 4 upon the occurrence of aPayment Trigger during the term of this Agreement.

 

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

 

(i)                                                             onemultiplied by

 

(ii)                                                          thesum of -

 

(a)   the higher of the Executive’s annual basesalary in effect immediately prior to the occurrence of the Change in Controlor the Executive’s annual base salary in effect immediately prior to thePayment Trigger, plus

 

(b)   the higher of the aggregate maximum amountspayable to the Executive pursuant to all incentive compensation plans for thefiscal year or other measuring period commencing coincident with or mostrecently prior to the date on which the Change in Control occurs or theaggregate maximum amounts payable to the Executive pursuant to all incentivecompensation plans for the fiscal year or other measuring period commencingcoincident with or most recently prior to the date on which the Payment Triggeroccurs, in each case, assuming that the Executive were continuously employed bythe Corporation or a Subsidiary on the terms and conditions, including, withoutlimitation, the terms of the incentive plans, in effect immediately prior tothe Change in Control or Payment Trigger, whichever applies, until the last dayof that fiscal year or other measuring period.

 

The amount determined under the foregoing provisions of thisparagraph (B) shall be reduced by any cash severance benefit otherwisepaid to the Executive under any applicable severance plan or other severancearrangement.  For purposes of thisparagraph (B), amounts payable to the Executive pursuant to an incentive compensationplan for the fiscal year or other measuring period commencing coincident withor most recently prior to the date on which the Change of Control or PaymentTrigger, as applicable, occurs (the “applicable year/period”) shall not includeamounts attributable to a fiscal year or other measuring period that commencedprior to the applicable year/period and that become payable during theapplicable year/period.  For purposes ofthis paragraph (B), incentive compensation plans shall include, without limitation,the ALLTEL Corporation Performance Incentive Compensation Plan as in effectfrom time to time, the ALLTEL Corporation Long-Term Performance IncentiveCompensation Plan as in effect from time to time, and any incentive bonus planor arrangement that provides for payment of cash compensation, and shallexclude, without limitation, the ALLTEL Corporation Executive DeferredCompensation Plan as in effect from time to time, any plan qualified orintended to be qualified under Section 401(a) of the Code and any plansupplementary 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, orrights are issued.

 

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

 

(D)          The payments provided for inparagraphs (B) and (C) of this Section 4 shall be made not later thanthe fifth day following the occurrence of a Payment Trigger, unless the amountsof such payments cannot be finally determined on or before that day, in whichcase, the Corporation shall pay to the Executive on that day an estimate, asreasonably determined in good faith by the Corporation, of the minimum amountof the payments to which the Executive is clearly entitled and shall pay theremainder of the payments (together with interest at the rate provided inSection 1274(b)(2)(B) of the Code) as soon as the amount thereof can bedetermined but in no event later than the thirtieth day after the occurrence ofa Payment Trigger.  In the event theamount of the estimated payments exceeds the amount subsequently determined tohave been due, the excess shall constitute a loan by the Corporation to theExecutive, payable on the fifth business day after demand by the Corporation(together with interest at the rate provided in Section l274(b)(2)(B) ofthe Code).  At the time that paymentsare made under this Section 4, the Corporation shall provide the Executivewith a written statement setting forth the manner in which the payments werecalculated 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 shallbe attached to the statement).

 

5.  **Gross-Up Payments**.

 

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

 

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

 

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receive an additionalcash payment (a “Gross-Up Payment”) from the Corporation in an amount equal tothe sum of the Excise Tax and an amount sufficient to pay the cumulative ExciseTax and all cumulative income taxes (including any interest and penaltiesimposed with respect to such taxes) relating to the Gross-Up Payment sothat the net amount retained by the Executive is equal to all payments receivedpursuant to the terms of this Agreement or otherwise less income taxes (but notreduced by the Excise Tax).

 

(C)           Subject to the provisions ofparagraph (D) of this Section 5, all determinations required to bemade under this Section 5, including whether and when a Gross-UpPayment is required and the amount of such Gross-Up Payment and the assumptionsto be utilized in arriving at the determination, shall be made by a nationallyrecognized certified public accounting firm designated by the Executive (the“Accounting Firm”) which shall provide detailed supporting calculations both tothe Corporation and the Executive within 30 days after the receipt ofnotice from the Executive that there has been a Payment, or such earlier timeas is requested by the Corporation.  Inthe event that at any time relevant to this Agreement the Accounting Firm isserving as accountant or auditor for the individual, entity or group or Personeffecting the Change in Control, the Executive shall appoint another nationallyrecognized certified public accounting firm to make the determinations requiredhereunder (which accounting firm shall then be referred to as the AccountingFirm hereunder).  All fees and expensesof the Accounting Firm shall be borne solely by the Corporation.  Any Gross-Up Payment, as determined inaccordance with this Section 5, shall be paid by the Corporation to theExecutive within five days after the receipt of the Accounting Firm’sdetermination.  If the Accounting Firmdetermines that no Excise Tax is payable by the Executive, it shall so indicateto the Executive in writing.  Anydetermination by the Accounting Firm shall be binding upon the Corporation andthe Executive.  As a result ofuncertainty in the application of Section 4999 of the Code at the time ofthe initial determination by the Accounting Firm, it is possible that Gross-UpPayments that the Corporation should have made will not have been made (an“Underpayment”), consistent with the calculations required to be madehereunder.  In the event the Corporationexhausts its remedies in accordance with paragraph (D) of this Section 5and the Executive thereafter is required to make a payment of any Excise Tax,the Accounting Firm shall determine the amount of Underpayment that hasoccurred and the Underpayment shall be promptly paid by the Corporation to orfor the benefit of the Executive.

 

(D)          The Executive shall notify theCorporation in writing of any claim by the Internal Revenue Service that, ifsuccessful, would require a Gross-Up Payment (that has not already been paid bythe Corporation).  The notificationshall be given as soon as practicable but no later than ten business days afterthe Executive is informed in writing of the claim and shall apprize theCorporation of the nature of the claim and the date on which the claim isrequested to be paid.  The Executiveshall not pay the claim prior to the expiration of the 30-day period followingthe date on which the Executive gives notice to the Corporation or any shorterperiod ending on the date that any payment of taxes with respect to the claimis due.  If the Corporation notifies theExecutive in writing

 

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

 

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

 

(ii)           take any action in connection withcontesting the claim as the Corporation shall reasonably request in writingfrom time to time, including, without limitation, accepting legalrepresentation with respect to the claim by an attorney reasonably selected bythe Corporation;

 

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

 

(iv)          permit the Corporation to participatein 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 thecontest and shall indemnify and hold the Executive harmless, on an after-taxbasis, for any Excise Tax or income tax (including interest and penalties withrespect thereto) imposed as a result of the representation and payment of costsand expenses.  Without limitation of theforegoing provisions of this Section 5, the Corporation shall control allproceedings taken in connection with the contest and, at its sole option, maypursue or forego any and all administrative appeals, proceedings, hearings, andconferences with the taxing authority in respect of the claim and may, at itssole option, either direct the Executive to pay the tax claimed and sue for arefund or contest the claim in any permissible manner, and the Executive agreesto prosecute the contest to a determination before any administrative tribunal,in a court of initial jurisdiction and in one or more appellate courts, as theCorporation shall determine.  If theCorporation directs the Executive to pay the claim and sue for a refund, theCorporation shall advance the amount of the payment to the Executive, on aninterest-free basis, and shall indemnify and hold the Executive harmless, on anafter-tax basis, from any Excise Tax or income tax (including interest orpenalties with respect thereto) imposed with respect to the advance or withrespect to any imputed income with respect to the advance; and any extension ofthe statute of limitations relating to payment of taxes for the taxable year ofthe Executive with respect to which the contested amount is claimed to be dueshall be limited solely to the contested amount.  The Corporation’s control of the contest shall be limited toissues with respect to which a Gross-Up Payment would be payable hereunder andthe Executive shall be entitled to settle or contest, as the case may be, anyother issue raised by the Internal Revenue Service or any other taxingauthority.

 

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

 

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

 

(F)           Notwithstanding any other provisionof 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, anySubsidiary, or any affiliate of the Corporation under any other agreement, theforegoing provisions of this Section 5 shall not apply to that Payment.

 

6.  **Termination Procedures**.

 

(A)          During the term of this Agreement, anypurported termination of the Executive’s employment (other than by reason ofdeath) shall be communicated by written Notice of Termination from one partyhereto to the other party hereto in accordance with Section 11hereof.  For purposes of this Agreement,a “Notice of Termination” shall mean a written notice that indicates anyprovision in this Agreement relied upon, and, if applicable, the notice shallset forth in reasonable detail the facts and circumstances claimed to provide abasis for termination of the Executive’s employment under the provision soindicated.  Further, a Notice ofTermination for Cause shall include a copy of a resolution duly adopted by theaffirmative vote of not less than a majority of the entire membership of theBoard at a meeting of the Board that was called and held for the purpose ofconsidering the termination finding that, in the informed, reasonable, goodfaith judgment of the Board, the Executive was guilty of conduct set forth inthe definition of Cause in Section 1(C), and specifying the particularsthereof in detail.

 

(B)           “Date of Termination” with respect toany purported termination of the Executive’s employment during the term of thisAgreement (other than by reason of death) shall mean (i) if theExecutive’s employment is terminated for Disability, 20 business days afterNotice of Termination is given (provided that the Executive shall not havereturned to the full-time performance of the Executive’s duties during that 20business day period) and (ii) if the Executive’s employment is terminatedfor 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 tenbusiness days except in the case of a termination for Cause, and, in the caseof a termination by the Executive, shall not be less than ten business days normore than 20 business days, respectively, after the date such Notice ofTermination is given.

 

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7.  **Protective Covenants By The Executive**.

 

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

 

(B)           Non-Disclosure.  The Executive acknowledges that in thecourse of the Executive’s employment with the ALLTEL Group he has had and willhave access to confidential information and trade secrets proprietary to ALLTELGroup, including but not limited to, information relating to the ALLTEL Group’sproducts, suppliers, and customers, the sources, nature, processes, costs andprices of the ALLTEL Group’s products, the names, addresses, contact persons,purchasing and sales histories, and preference of the ALLTEL Group’s suppliersand customers, the ALLTEL Group’s business plans and strategies, and the namesand addresses of, amounts of compensation paid to, and the trading and salesperformance of the ALLTEL Group’s employees and agents (hereinafter referred toas the “Confidential Information”).  TheExecutive further acknowledges that the Confidential Information is proprietaryto the ALLTEL Group, that the unauthorized disclosure of any of theConfidential Information to any person or entity could result in immediate andirreparable competitive injury to the ALLTEL Group, that could not adequatelybe remedied by an award of monetary damages. Accordingly, the Executive shall not disclose at any time anyConfidential Information to any person or entity who is not properly authorizedby the Corporation to receive the information, without the prior writtenpermission of the Corporation’s Chief Executive Officer.

 

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

 

(D)          Harmful Statements.  The Executive shall not at any timeknowingly disseminate any information or knowingly make any statements, whetherwritten, 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

 

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

 

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

 

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

 

(G)           Executive Assistance.  If a Payment Trigger occurs during the termof this Agreement and if the Corporation is not in breach of any of theCorporation’s covenants set forth in this Agreement, the Executive shall, untilthe expiration of 12 calendar months immediately following the calendarmonth in which the Payment Trigger occurred, provide such information andassistance as the Corporation may reasonably request as necessary orappropriate to assist any ALLTEL Group member in the arbitration or litigationor potential arbitration or litigation of any claim, action, suit or proceedingby any person or entity other than the Executive against any ALLTEL Groupmember arising from events occurring during the Executive’s employment with theALLTEL Group, if the Corporation pays all out-of-pocket expenses incurred bythe Executive in complying with this paragraph (G).  The Executive shall not, however, berequired to provide assistance that would interfere with any activity forremuneration or profit in which the Executive is then actively engaged.

 

8.  **No Mitigation**.  The Executive shall not be required to seekother employment or to attempt in any way to reduce any amounts payable to theExecutive by the Corporation pursuant to this Agreement.  Further, the amount of any payment or benefitprovided for in this Agreement shall not be reduced by any compensation earnedby the Executive as the  result ofemployment by another employer, by retirement benefits, by offset against anyamount 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 outof or in connection with this Agreement, the parties shall first attempt ingood faith to settle the dispute or controversy by mediation under theCommercial Mediation Rules of the American Arbitration Association beforeresorting to arbitration or litigation. Thereafter, any remaining unresolved dispute or controversy arising outof or in connection with this Agreement

 

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shall, upon a writtennotice from the Executive to the Corporation either before suit thereupon isfiled or within 20 business days thereafter, be settled exclusively byarbitration in accordance with the Commercial Arbitration Rules of the AmericanArbitration Association in a city located within the continental United Statesdesignated by the Executive.  Judgmentmay be entered on the arbitrator’s award in any court having jurisdiction.  Notwithstanding the foregoing provisions ofthis paragraph (A):

 

(i)            The Executive shall be entitled toseek specific performance of the Corporation’s obligations hereunder during thependency of any dispute or controversy arising under or in connection with thisAgreement; and

 

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

 

(B)           Any legal action concerning thisAgreement, 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 jurisdictionlocated in the territory that encompasses the city, county, or parish in which theExecutive’s principal residence is located at the time such action iscommenced.  The Corporation herebyirrevocably consents and submits to and shall take any action necessary tosubject itself to the personal jurisdiction of that court and herebyirrevocably agrees that all claims in respect of the action shall beinstituted, heard, and determined in that court. The Corporation agrees thatsuch court is a convenient forum, and hereby irrevocably waives, to the fullestextent it may effectively do so, the defense of an inconvenient forum to themaintenance of the action.  Any finaljudgment in the action may be enforced in other jurisdictions by suit on thejudgment or in any other manner provided by law.

 

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

 

(i)            If the Executive instituted thelegal proceeding and the judge, arbitrator, or other individual  presiding over the proceeding affirmativelyfinds that the Executive instituted the proceeding in bad faith, noreimbursement pursuant to this paragraph (C) shall be due to the Executive, theExecutive shall repay the Corporation for any amounts previously paid by itpursuant to this paragraph (C), and the Executive shall pay all reasonablecosts and expenses,

 

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including reasonableattorney’s fees and disbursements, of the Corporation in connection with theproceeding;

 

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

 

(iii)          With respect to any dispute orcontroversy regarding the provisions of Section 7, other than a dispute towhich the immediately preceding clause (ii) applies, if the Executive does notprevail (after exhaustion of all available remedies), no further reimbursementpursuant to this paragraph (C) shall be due to the Executive, and the Executiveshall repay the Corporation for any amounts previously paid by it pursuant tothis paragraph (C) in respect of such dispute.

 

(D)          The Executive acknowledges and agreesthat the Executive’s sole and exclusive remedy with respect to any and allclaims arising under this Agreement or for breach hereof by the Corporationshall be the right to receive such amounts as are provided for underSection 4, Section 5, and paragraph (C) of this Section 9, towhich the Executive is otherwise entitled pursuant to the terms and conditionsof this Agreement.

 

(E)           The Executive acknowledges and agreesthat each and every covenant contained in Section 7 (hereinafter, the“Protective Covenants ") is reasonable and is necessary to protect the tradesecrets, confidential information, and other business interests of the ALLTELGroup and that the Executive’s compliance with each of the Protective Covenantsis necessary to protect the ALLTEL Group from unfair injury.  The Executive acknowledges that theProtective Covenants are a principal inducement for the willingness of theCorporation to enter into this Agreement and make the payments and provide thebenefits to the Executive under this Agreement and that the Corporation and theExecutive intend the Protective Covenants to be binding upon and enforceableagainst the Executive in accordance with their terms, notwithstanding anycommon or statutory law to the contrary. Notwithstanding any other provision of this Agreement, the obligationsof the Corporation under this Agreement are conditioned upon compliance by theExecutive with each of the Protective Covenants, and failure by the Executiveto comply, in all material respects, with the Protective Covenants shallentitle the Corporation to all rights and remedies available at law or in equity.  The Executive acknowledges that a breach, inany material respect, of the Protective Covenants could result in irreparableand continuing harm and damage to the ALLTEL Group for which there may be noadequate remedy at law.  In the event ofa breach, in any material respects, of any of the Protective Covenants, eachand every member of the ALLTEL Group shall be entitled to injunctive relief inaddition to any other remedy or relief to which any of them may be entitled.

 

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10.  **Successors; Binding Agreement**

 

(A)          In addition to any obligations imposedby law upon any successor to the Corporation, the Corporation shall require anysuccessor (whether direct or indirect, by purchase, merger, consolidation, orotherwise) to all or substantially all of the business or assets of theCorporation expressly to assume and agree to perform this Agreement in the samemanner and to the same extent that the Corporation would be required to performit if no such succession had taken place. Failure of the Corporation to obtain the assumption and agreement priorto the effectiveness of any succession shall be a breach of this Agreement andshall entitle the Executive to compensation from the Corporation in the sameamount and on the same terms as the Executive would be entitled to hereunder ifthe Executive were to terminate the Executive’s employmen t for Good Reasonimmediately after a Change in Control and during the term of this Agreement,except that, for purposes of implementing the foregoing, the date on which anysuccession becomes effective shall be deemed the Payment Trigger occasioned bythe foregoing deemed termination of employment for Good Reason immediatelyfollowing a Change in Control.  Theprovisions of this Section 10 shall continue to apply to each subsequentemployer of the Executive bound by this Agreement in the event of any merger,consolidation, or transfer of all or substantially all of the business orassets of that subsequent employer.

 

(B)           This Agreement shall inure to thebenefit of and be enforceable by the Executive’s personal or legalrepresentatives, executors, administrators, successors, heirs, distributees,devisees, and legatees.  If theExecutive shall die while any amount would be payable to the Executivehereunder if the Executive had continued to live, the amount, unless otherwiseprovided herein, shall be paid in accordance with the terms of this Agreementto the executors, personal representatives, or administrators of the Executive’sestate.

 

 

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11.  **Notices**.  For the purpose of this Agreement, notices and all othercommunications provided for in the Agreement shall be in writing and shall bedeemed to have been duly given when delivered or mailed by United Statesregistered mail, return receipt requested, postage prepaid, addressed to therespective addresses set forth below, or to such other address as either partymay have furnished to the other in writing in accordance herewith, except thatnotice 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 |

 

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12.  **Miscellaneous**.  No provision of this Agreement may bemodified, waived, or discharged unless such waiver, modification, or dischargeis agreed to in writing and signed by the Executive and an officer of theCorporation specifically designated by the Board.  No waiver by either party hereto at any time of any breach by theother party hereto of, or compliance with, any condition or provision of thisAgreement to be performed by such other party shall be deemed a waiver ofsimilar or dissimilar provisions or conditions at the same or at any prior orsubsequent time.  No agreements orrepresentations, oral or otherwise, express or implied, with respect to thesubject matter hereof have been made by either party which are not expresslyset forth in this Agreement.  Thevalidity, interpretation, construction, and performance of this Agreement shallbe governed by the laws of the State of Delaware.  All references to sections of the Exchange Act or the Code shallbe deemed also to refer to any successor provisions to such sections.  Any payments provided for hereunder shall bepaid net of any applicable withholding required under federal, state, or locallaw and any additional withholding to which the Executive has agreed.

 

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

 

14.  **Counterparts**.  This Agreement may be executed in several counterparts, each ofwhich shall be deemed to be an original but all of which together willconstitute 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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