**Exhibit(10)(c)(8)(a)**

 

**AGREEMENT**

 

This Agreement, dated January 22, 2004, is made by andbetween ALLTEL Corporation, a Delaware corporation (as hereinafter defined, the“Corporation”), and Sharilyn S. Gasaway (as hereinafter defined, the“Executive”).

 

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

 

**WHEREAS**, the Executive is a key managementemployee of the Corporation or of a Subsidiary; and

 

**WHEREAS**, the Corporation desires toencourage the continued employment of the Executive by the Corporation or aSubsidiary and the continued dedication of the Executive to the Executive’sassigned duties without distraction as a result of the circumstances arisingfrom the possibility of a Change in Control;

 

**NOW THEREFORE**, in consideration of thepremises and the mutual covenants herein contained, the Corporation and theExecutive hereby agree as follows:

 

1.  **DefinedTerms**.  For purposes ofthis 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 timeto time, and a “member” of the ALLTEL Group shall mean the Corporation or anyof such entities.

 

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

 

(C)           “Cause” for termination by theCorporation of the Executive’s employment shall mean (i) the willful failure bythe Executive substantially to perform the Executive’s duties with theCorporation 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) of Section 6, thatcontinues for at least 30 days after the Board delivers to the Executive awritten demand for performance that identifies specifically and in detail themanner in which the Board believes that the Executive willfully has failedsubstantially to perform the Executive’s duties, or (ii) the willful engagingby the Executive in misconduct that is demonstrably and materially injurious tothe Corporation or any Subsidiary, monetarily or otherwise, or (iii) a breachby the

 

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Executive of any of the Executive’s covenants setforth in Section 7.  For purposes ofclause (i) and clause (ii) of this definition, no act, or failure to act, onthe Executive’s part shall be deemed “willful” unless done, or omitted to bedone, by the Executive not in good faith and without reasonable belief that theExecutive’s act, or failure to act, was in the best interest of the Corporationand its Subsidiaries.

 

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

 

(i)            Any “person,” as defined in Section13(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 anyemployee benefit plan maintained by the Corporation or any of its subsidiaries,becomes the “beneficial owner” (as defined in Rule l3d-3 under the ExchangeAct) of (A) l5% or more, but no greater than 50%, of the outstanding votingcapital stock of the Corporation, unless prior thereto, the ContinuingDirectors approve the transaction that results in the person becoming thebeneficial owner of 15% or more, but no greater than 50%, of the outstandingvoting capital stock of the Corporation or (B) more than 50% of the outstandingvoting capital stock of the Corporation, regardless whether the transaction orevent by which the foregoing 50% level is exceeded is approved by theContinuing Directors;

 

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

 

(iii)          The consummation of (A) a merger orconsolidation of the Corporation, statutory share exchange, or other similartransaction with another corporation, partnership, or other entity orenterprise in which either the Corporation is not the surviving or continuingcorporation or shares of common stock of the Corporation are to be convertedinto or exchanged for cash, securities other than common stock of theCorporation, or other property, (B) a sale or disposition of all orsubstantially all of the assets of the Corporation, or (C) the dissolution ofthe Corporation.

 

(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 the12-month period ending on the date the determination

is made or whose election, or nomination for election by theCorporation’s stockholders, was approved by at least a majority of thedirectors who are in office at the time of the election or nomination and whoeither (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 inoffice at the time of the election or nomination and were directors at thebeginning of the period.

 

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(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-time performance ofthe Executive’s duties with the Corporation or a Subsidiary for a period of sixconsecutive months, the Corporation shall have given the Executive a Notice ofTermination for Disability, and, within 20 business days after the Notice ofTermination is given, the Executive shall not have returned to the full-timeperformance 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 effectimmediately prior 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 the Executive’sprincipal office immediately prior to the Change in Control, except forrequired business travel to an extent substantially consistent with theExecutive’s business travel obligations immediately prior to the Change inControl;

 

(iv)                              ifthe Executive was based at the principal executive offices of the Corporationor of a Subsidiary, as the case may be, immediately prior to the Change inControl, the Corporation’s requiring the Executive to be based anywhere otherthan the principal executive offices of the Corporation or Subsidiary, as thecase may be, except for required business travel to an extent substantiallyconsistent with the Executive’s business travel obligations immediately priorto the Change in Control;

 

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(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) ofSection 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 occurred, by the terminationof the Executive’s employment with the Corporation or a Subsidiary for anyreason other than (A) by the Executive without Good Reason, (B) by

 

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the Corporation as a result of the Disability of theExecutive or with Cause, or (C) as a result of the death of the Executive.

 

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

 

(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 ofAgreement**.  ThisAgreement shall become effective on the date hereof and, subject to the secondsentence 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 theExecutive shall have occurred prior to a Change in Control, (ii) thereassignment of the Executive prior to a Change in Control to any position withthe Corporation whose job grade or classification is less than 90 (or itsequivalent in the event the Corporation’s job classification system is changedafter the date of this Agreement), (iii) 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, (iv) 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 (v) in the event, as ofthe Nonrenewal Date, a Change in Control shall have occurred and be continuing,either the expiration of such period thereafter within which a Payment Triggerdoes not or can not occur or the ensuing occurrence of a Payment Trigger andthe performance by the Corporation of all of its obligations and liabilitiesunder this Agreement.  Any Change inControl during the term of this Agreement that for any reason ceases toconstitute a Change in Control or is not followed by a Payment Trigger shallnot effect a termination or lapse of this Agreement.

 

3.  **GeneralProvisions**.

 

(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 all

 

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necessary corporate action on the part of theCorporation.  This Agreement is a legal,valid and legally binding obligation of the Corporation enforceable inaccordance with its terms.  Neither theexecution or delivery of this Agreement nor the consummation by the Corporationof the actions contemplated hereby (i) will violate any provision of thecertificate of incorporation or bylaws (or other charter documents) of theCorporation, (ii) will violate or be in conflict with any applicable law or anyjudgment, decree, injunction or order of any court or governmental agency orauthority, or (iii) will violate or conflict with or constitute a default (oran event of which, with notice or lapse of time or both, would constitute adefault) under or will result in the termination of, accelerate the performancerequired by, or result in the creation of any lien, security interest, chargeor encumbrance upon any of the assets or properties of the Corporation under,any term 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 effective forpurposes 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

 

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constitute consent to, or a waiver of rights withrespect to, any act or failure to act constituting Good Reason under thisAgreement.

 

4.  **PaymentsDue 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)            two multiplied by

 

(ii)           the sum 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 this paragraph(B) shall be reduced by any cash severance benefit otherwise paid to theExecutive under any applicable severance plan or other severancearrangement.  For purposes of thisparagraph (B), amounts payable to the Executive pursuant to an incentivecompensation plan for the fiscal year or other measuring period commencingcoincident with or most recently prior to the date on which the Change ofControl or Payment Trigger, as applicable, occurs (the “applicableyear/period”) shall not include amounts attributable to a fiscal year or othermeasuring period that commenced prior to the applicable year/period and thatbecome payable during the applicable year/period.  For purposes of this paragraph (B), incentive compensation plansshall include, without limitation, the

 

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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 benefits, and any plan or arrangementunder which stock, stock options, stock appreciation rights, restricted stockor similar options, stock, or rights 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 than the fifthday following the occurrence of a Payment Trigger, unless the amounts of suchpayments cannot be finally determined on or before that day, in which case, theCorporation shall pay to the Executive on that day an estimate, as reasonablydetermined in good faith by the Corporation, of the minimum amount of thepayments to which the Executive is clearly entitled and shall pay the remainderof the payments (together with interest at the rate provided in Section1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined butin no event later than the thirtieth day after the occurrence of a PaymentTrigger.  In the event the amount of theestimated payments exceeds the amount subsequently determined to have been due,the excess shall constitute a loan by the Corporation to the Executive, payableon the fifth business day after demand by the Corporation (together withinterest at the rate provided in Section l274(b)(2)(B) of the Code).  At the time that payments are made underthis Section 4, the Corporation shall provide the Executive with a writtenstatement setting forth the manner in which the payments were calculated andthe basis for the calculations including, without limitation, any opinions orother advice the Corporation has received from outside counsel, auditors orconsultants (and any opinions or advice that are in writing shall be attachedto the statement).

 

5.  **Gross-UpPayments**.

 

(A)                              ThisSection 5 shall apply if a Payment Trigger shall have occurred during the termof this Agreement.

 

(B)           In the event it shall be determinedthat any payment or distribution by the Corporation or other amount with respectto the Corporation to or for the benefit of the

 

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Executive, whether paid or payable or distributed ordistributable pursuant to the terms of this Agreement or otherwise, butdetermined without regard to any additional payments required under thisSection 5 (a “Payment”), is (or will be) subject to the excise tax imposed bySection 4999 of the Code or any interest or penalties are (or will be) incurredby the Executive with respect to the excise tax imposed by Section 4999 of theCode with respect to the Corporation (the excise tax, together with anyinterest and penalties, are hereinafter collectively referred to as the “ExciseTax”), the Executive shall be entitled to receive an additional cash payment (a“Gross-Up Payment”) from the Corporation in an amount equal to the sum of theExcise Tax and an amount sufficient to pay the cumulative Excise Tax and allcumulative income taxes (including any interest and penalties imposed withrespect to such taxes) relating to the Gross-Up Payment so that the net amountretained by the Executive is equal to all payments received pursuant to theterms of this Agreement or otherwise less income taxes (but not reduced by theExcise Tax).

 

(C)           Subject to the provisions ofparagraph (D) of this Section 5, all determinations required to be made underthis Section 5, including whether and when a Gross-Up Payment is required andthe amount of such Gross-Up Payment and the assumptions to be utilized inarriving at the determination, shall be made by a nationally recognizedcertified public accounting firm designated by the Executive (the “AccountingFirm”) which shall provide detailed supporting calculations both to theCorporation and the Executive within 30 days after the receipt of notice fromthe Executive that there has been a Payment, or such earlier time as isrequested by the Corporation.  In theevent 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’s determination.  If the Accounting Firm determines that noExcise Tax is payable by the Executive, it shall so indicate to the Executivein writing.  Any determination by theAccounting Firm shall be binding upon the Corporation and the Executive.  As a result of uncertainty in theapplication of Section 4999 of the Code at the time of the initialdetermination by the Accounting Firm, it is possible that Gross-Up Paymentsthat 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 5 andthe Executive thereafter is required to make a payment of any Excise Tax, theAccounting Firm shall determine the amount of Underpayment that has occurredand the Underpayment shall be promptly paid by the Corporation to or for thebenefit of the Executive.

 

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(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 prior to the expiration of the 30-day period that itdesires 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

 

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to the contested amount.  TheCorporation’s control of the contest shall be limited to issues with respect towhich a Gross-Up Payment would be payable hereunder and the Executive shall beentitled to settle or contest, as the case may be, any other issue raised bythe Internal Revenue Service or any other taxing authority.

 

(E)           If, after the receipt by theExecutive of an amount advanced by the Corporation pursuant to paragraph (D) ofthis Section 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, promptlypay to the Corporation the amount of the refund (together with any interestpaid or credited thereon after taxes applicable thereto).  If, after the receipt by the Executive of anamount 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 refundwith respect to the claim and the Corporation does not notify the Executive inwriting of its intent to contest the denial of refund prior to the expirationof 30 days after the determination, then the advance shall be forgiven and shallnot be required to be repaid and the amount of the advance shall offset, to theextent thereof, the amount of Gross-Up Payment required to be 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.  **TerminationProcedures**.

 

(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 11 hereof.  For purposes of this Agreement, a “Notice ofTermination” shall mean a written notice that sets forth the effective date oftermination (subject to the provisions of Section 11(B) below) and, if for Cause,Disability, or Good Reason, the facts and circumstances providing the basis fortermination of the Executive’s employment for Cause or for Disability or GoodReason, as the case may be.

 

(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 the Executive’semployment is terminated for Disability, 20 business days after Notice ofTermination is given (provided that the Executive shall not have returned tothe full-time performance of the Executive’s duties during that 20 business dayperiod) and (ii) if the Executive’s employment is terminated for any otherreason, the date specified in the Notice of Termination, which, in the case ofa termination by the Corporation, shall not be less than ten business daysexcept in the case of a termination for Cause, and, in the case of atermination by the Executive, shall not be

 

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less than ten business days nor more than 20 businessdays, respectively, after the date such Notice of Termination is given.

 

7.  **ProtectiveCovenants 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 the ConfidentialInformation to any person or entity could result in immediate and irreparablecompetitive injury to the ALLTEL Group, that could not adequately be remediedby 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 the expirationof 12 calendar months immediately following the calendar month in which occursthe Executive’s termination of employment with the ALLTEL Group knowinglysolicit, or knowingly assist any person or entity to solicit, any employee ofany member of the ALLTEL Group to leave the ALLTEL Group’s employment or tobecome employed by any entity that is not a member of the ALLTEL Group.

 

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(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 theCorporation, 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 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 calendar monthin which the Payment Trigger occurred, provide such information and assistanceas the Corporation may reasonably request as necessary or appropriate to assistany ALLTEL Group member in the arbitration or litigation or potentialarbitration or litigation of any claim, action, suit or proceeding by anyperson or entity other than the Executive against any ALLTEL Group memberarising from events occurring during the Executive’s employment with the ALLTELGroup, if the Corporation pays all out-of-pocket expenses incurred by theExecutive in complying with this paragraph (G).  The Executive shall not, however, be required to provideassistance that would interfere with any activity for remuneration or profit inwhich the Executive is then actively engaged.

 

8.  **NoMitigation**.  TheExecutive shall not be required to seek other employment or to attempt in anyway to reduce any amounts payable to the Executive by the Corporation pursuantto this Agreement.  Further, the amountof any payment or benefit provided for in this Agreement shall not be reducedby any compensation earned by the Executive as the result of employment byanother employer, by retirement benefits, by offset against any amount claimedto be owed by the Executive to the Corporation or a Subsidiary, or otherwise.

 

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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 shall, upon a written notice from theExecutive to the Corporation either before suit thereupon is filed or within 20business days thereafter, be settled exclusively by arbitration in accordancewith the Commercial Arbitration Rules of the American Arbitration Association ina city located within the continental United States designated by theExecutive.  Judgment may be entered onthe 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 whichthe Executive’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

 

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provisions of this paragraph (C):

 

(i)            If the Executive instituted thelegal proceeding and the judge, arbitrator, or other individual presiding overthe proceeding affirmatively finds that the Executive instituted the proceedingin bad faith, no reimbursement pursuant to this paragraph (C) shall be due tothe Executive, the Executive shall repay the Corporation for any amounts previouslypaid by it pursuant to this paragraph (C), and the Executive shall pay allreasonable costs and expenses, including reasonable attorney’s fees anddisbursements, of the Corporation in connection with the proceeding;

 

(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 under Section 4,Section 5, and paragraph (C) of this Section 9, to which the Executive isotherwise entitled pursuant to the terms and conditions of 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

 

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comply, in all material respects, with the ProtectiveCovenants shall entitle the Corporation to all rights and remedies available atlaw or in equity.  The Executiveacknowledges that a breach, in any material respect, of the ProtectiveCovenants could result in irreparable and continuing harm and damage to theALLTEL Group for which there may be no adequate remedy at law.  In the event of a breach, in any materialrespects, of any of the Protective Covenants, each and every member of theALLTEL Group shall be entitled to injunctive relief in addition to any otherremedy or relief to which any of them may be entitled.

 

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 employment 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 legal representatives,executors, administrators, successors, heirs, distributees, devisees, andlegatees.  If the Executive shall diewhile any amount would be payable to the Executive hereunder if the Executivehad continued to live, the amount, unless otherwise provided herein, shall bepaid in accordance with the terms of this Agreement to the executors, personalrepresentatives, or administrators of the Executive’s estate.

 

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11.  **Notices**.  For the purpose of this Agreement, noticesand all other communications provided for in the Agreement shall be in writingand shall be deemed to have been duly given when delivered or mailed by UnitedStates registered mail, return receipt requested, postage prepaid, addressed tothe respective addresses set forth below, or to such other address as eitherparty may have furnished to the other in writing in accordance herewith, exceptthat 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

 

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 anyprovision of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement, which shall remain in full force andeffect.

 

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

 

15.  **PriorAgreement**.  ThisAgreement supercedes the Agreement, dated March 12, 2003, between theCorporation and the Executive, which is void and of no further force or effect.

 

**IN WITNESS WHEREOF**, the parties have signedthis Agreement as of the date set forth above.

 
|                 | **ALLTEL  CORPORATION** |
|----------------------|-------------------------|
|                 |                    |
| Attest:              |                    |
| /s/ C.J. Duvall, Jr. |                    | By: | /s/ Scott T. Ford |   |
| Name:                | C.J. Duvall, Jr.        |   | Name: | Scott T. Ford |
| Title:               | SVP-Human Resources     |   | Title: | President & CEO |
|                 |                    |
| Witness:             |                    |
|                 |                    |
| /s/ Ansje P. Dean    |                    |   | /s/ Sharilyn S. Gasaway |   |
|                 |                    | Sharilyn S. Gasaway |
|                      |                         |  |  |  |  |  |  |

 

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