Exhibit
10(c)(8)


 


AGREEMENT


 


This Agreement, dated March 8, 2002, is made by and between ALLTEL
Corporation, a Delaware corporation (as hereinafter defined, the
“Corporation”), and Scott H,. Settelmyer (as hereinafter defined, the
“Executive”).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(C)“Cause” for
termination by the Corporation of the Executive’s employment shall mean
(i) the willful failure by the Executive substantially to perform the
Executive’s duties with the Corporation or a Subsidiary, other than any failure
resulting from the Executive’s incapacity due to physical or mental illness or
any actual or anticipated failure after the issuance of a Notice of Termination
for Good Reason by the Executive in accordance with paragraph (A) of
Section 6, that continues for at least 30 days after the Board delivers to
the Executive a written demand for performance that identifies specifically and
in detail the manner in which the Board believes that the Executive willfully
has failed substantially to perform the Executive’s duties, or (ii) the
willful engaging by the Executive in misconduct that is demonstrably and
materially injurious to the Corporation or any Subsidiary, monetarily or
otherwise, or (iii) a breach by the Executive of any of the Executive’s
covenants set forth in Section 7. 
For purposes of


 

















 


clause (i)
and clause (ii) of this definition, no act, or failure to act, on the
Executive’s part shall be deemed “willful” unless done, or omitted to be done,
by the  Executive not in good faith and
without reasonable belief that the Executive’s act, or failure to act, was in
the best interest of the Corporation and its Subsidiaries.


 


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


 


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


 


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


 


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


 


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


 


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


 


(F)“Continuing
Directors” means directors who were directors of the Corporation at the
beginning of the 12–month period ending on the date the determination is
made  or whose election, or nomination
for election by the Corporation’s stockholders, was approved by at least a
majority of the directors who are in office at the time of the election or
nomination and who either (i) were directors at the beginning of the
period, or (ii) were elected, or nominated for election, by at least a
majority of the directors who


 


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were in office at
the time of the election or nomination and were directors at the beginning of
the period.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)if the
Executive was based at the principal executive offices of the Corporation or of
a Subsidiary, as the case may be, immediately prior to the Change in Control,
the Corporation’s requiring the Executive to be based anywhere other than the
principal executive offices of the Corporation or Subsidiary, as the case may
be, except for required business travel to an extent substantially consistent
with the Executive’s business travel obligations immediately prior to the
Change in Control;


 


(v)the failure by
the Corporation to pay to the Executive any portion of the


 


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


 


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


 


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


 


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


 


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


 


(M)“Payment
Trigger” shall mean the occurrence of a Change in Control during the term of
this Agreement coincident with or followed at any time before the end of the
12th month immediately following the month in which the Change in Control
occurred, by the termination of the Executive’s employment with the Corporation
or a Subsidiary for any reason other than (A) by the Executive without
Good Reason, (B) by the Corporation as a result of the Disability of the
Executive or with Cause, or (C) as a result of the death of the Executive.


 


(N)  “Person” shall have the meaning given in
Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from
time to time, as modified and used in Sections 13(d) and 14(d) thereof;
except that, a Person shall not include (i) the 


 


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Corporation or any
Subsidiary, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation or any Subsidiary, or (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities.


 


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


 


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


 


3.  General Provisions.


 


(A)The Corporation
hereby represents and warrants to the Executive as follows:  The execution and delivery of this Agreement
and the performance by the Corporation of the actions contemplated hereby have
been duly authorized by all necessary corporate action on the part of the Corporation.  This Agreement is a legal, valid and legally
binding obligation of the Corporation enforceable in accordance with its
terms.  Neither the execution or
delivery of this Agreement nor the consummation by the Corporation of the
actions contemplated hereby (i) will violate any provision of the
certificate of incorporation or bylaws (or other charter documents) of the
Corporation, (ii) will violate or be in conflict with any applicable law
or any judgment, decree, injunction or order of any court or governmental
agency or authority, or (iii) will violate or conflict with or constitute
a default (or an event of which, with notice or lapse of time or both, would
constitute a default) under or will result in the termination of, accelerate
the performance required by, or result in the creation of any lien, security
interest, charge or encumbrance


 


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upon any of the
assets or properties of the Corporation under, any term or provision of the
certificate of incorporation or bylaws (or other charter documents) of the
Corporation or of any contract, commitment, understanding, arrangement,
agreement or restriction of any kind or character to which the Corporation is a
party or by which the Corporation or any of its properties or assets may be
bound or affected.  The Corporation
shall not at any time assert that any provision of this Agreement is invalid or
unenforceable in any respect or to any extent, irrespective of the outcome of
any action, suit, or proceeding.


 


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


 


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


 


4.  Payments Due Upon a Payment Trigger.


 


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


 


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


 


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(i)one multiplied
by


 


(ii)the sum of —


 


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


 


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


 


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


 


(C)Notwithstanding
any provision of any incentive compensation plan, including, without
limitation, any provision of any incentive plan requiring continued employment
after the completed fiscal year or other measuring period, the Corporation
shall pay to the Executive a lump sum amount, in cash, equal to the amount of
any incentive compensation that has been allocated or awarded to the Executive
for a completed fiscal year or other measuring period preceding the occurrence
of a Payment Trigger under any


 


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incentive
compensation plan but has not yet been paid to the Executive.


 


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


 


5.  Gross-Up Payments.


 


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


 


(B)In the event it
shall be determined that any payment or distribution by the Corporation or
other amount with respect to the Corporation to or for the benefit of the
Executive, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 5 (a “Payment”), is (or
will be) subject to the excise tax imposed by Section 4999 of the Code or
any interest or penalties are (or will be) incurred by the Executive with
respect to the excise tax imposed by Section 4999 of the Code with respect
to the Corporation (the excise tax, together with any interest and penalties,
are hereinafter collectively referred to as the “Excise Tax”), the Executive
shall be entitled to receive an additional cash payment (a “Gross-Up Payment”)
from the Corporation in an amount equal to the sum of the Excise Tax and an
amount sufficient to pay the cumulative Excise Tax and all cumulative income
taxes (including any interest and penalties imposed with respect to such taxes)
relating to the Gross-Up Payment so that the net amount retained by the Executive
is equal to all payments received pursuant to the terms of this Agreement or
otherwise less income taxes (but not reduced by the Excise Tax).


 


(C)Subject to the
provisions of paragraph (D) of this Section 5, all determinations
required to be made under this Section 5, including whether and when a
Gross-Up


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


6.  Termination Procedures.


 


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


 


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


 


7.  Protective Covenants By The Executive.


 


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


 


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


 


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


 


(D)Harmful
Statements.  The Executive shall not at
any time knowingly disseminate any information or knowingly make any
statements, whether written, oral or otherwise, that are negative, disparaging
or critical of the Corporation, any other member of the ALLTEL Group, or any of
their parents, subsidiaries, affiliates, or their respective officers,
directors, employees, shareholders, trustees, administrators, or employee
benefit plans, or the representatives, employees, agents, predecessors,
successors, heirs, or assigns of any of the foregoing (hereinafter, the “ALLTEL
Parties”), or their business or operations, or that place any of the ALLTEL
Parties in a bad light, other than any such statement or information that is
made or disseminated by the Executive in a good faith belief as to their truth
or accuracy and is either required by law or is reasonably necessary to the
enforcement by the Executive of any right the Executive has related to the
Executive’s employment with the ALLTEL Group.


 


12

















 


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


 


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


 


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


 


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


 


9.  Disputes; Remedies.


 


(A)If a dispute or
controversy arises out of or in connection with this Agreement, the parties
shall first attempt in good faith to settle the dispute or controversy by
mediation under the Commercial Mediation Rules of the American Arbitration
Association before resorting to arbitration or litigation.  Thereafter, any remaining unresolved dispute
or controversy arising out of or in connection with this Agreement shall, upon
a written notice from the Executive to the Corporation either before suit
thereupon is filed or within 20 business days thereafter, be settled
exclusively by arbitration in accordance with the Commercial Arbitration Rules
of the American Arbitration Association in a city located within the
continental United States designated by the Executive.  Judgment may be entered on the arbitrator’s
award in any court having jurisdiction. 
Notwithstanding the foregoing provisions of this paragraph (A):


 


13

















 


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


 


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


 


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


 


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


 


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


 


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


 


14

















 


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


 


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


 


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


 


Group shall be
entitled to injunctive relief in addition to any other remedy or relief to
which any of them may be entitled.


 


10.  Successors; Binding Agreement


 


(A)In addition to
any obligations imposed by law upon any successor to the Corporation, the
Corporation shall require any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) to all or substantially all of
the business or assets of the Corporation expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Corporation
would be required to perform it if no such succession had taken place.  Failure of the Corporation to obtain the


 


15

















 


assumption and
agreement prior to the effectiveness of any succession shall be a breach of
this Agreement and shall entitle the Executive to compensation from the
Corporation in the same amount and on the same terms as the Executive would be
entitled to hereunder if the Executive were to terminate the Executive’s
employment for Good Reason immediately after a Change in Control and during the
term of this Agreement, except that, for purposes of implementing the
foregoing, the date on which any succession becomes effective shall be deemed
the Payment Trigger occasioned by the foregoing deemed termination of
employment for Good Reason immediately following a Change in Control.  The provisions of this Section 10 shall
continue to apply to each subsequent employer of the Executive bound by this
Agreement in the event of any merger, consolidation, or transfer of all or
substantially all of the business or assets of that subsequent employer.


 


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


 


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


 


	
  To
  the Corporation:

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLTEL
  Corporation

  
	
   

  	
  One Allied Drive

  
	
   

  	
  Little
  Rock, Arkansas  72202

  
	
   

  	
  Attention:  Chairman of the Board

  
	
   

  	
   

  
	
  To
  the Executive:

  	
   

  
	
   

  	
   

  
	
   

  	
  Scott
  H. Settelmyer

  
	
   

  	
  5
  Bonaparte Circle

  
	
   

  	
  Little
  Rock, AR 72211

  



 


16

















 


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


 


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


 


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


 


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


 


	
  ALLTEL
  CORPORATION

  
	
   

  
	
  Attest:

  
	
   

  
	
  /s/ Frank O’Mara

  	
  By:

  	
  /s/ Scott Ford

  	
   

  
	
  Name:Name:

  
	
  Title:Title:

  
	
   

  
	
  Witness: /s/ Nancy Wyatt

  
	
   

  
	
  /s/ Scott Settelmyer

  	
   

  
	
  Scott H. Settelmyer

  



 


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