AMENDMENT TO EMPLOYEE BENEFITS AGREEMENT
Exhibit
10.4
AMENDMENT
TO
WHEREAS,
Alltel Corporation ("Alltel") and Alltel Holding Corp. ("Spinco") entered into
an Employee Benefits Agreement, dated as of December 8, 2005 (the
"Agreement");
WHEREAS,
Alltel and Spinco desire to make certain changes to the Agreement regarding
the
transfer of obligations and liabilities regarding executive benefits;
and
NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants
contained in the Agreement and this Amendment, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties hereto agree as follows:
1. Sections
7.01 and 7.02 of the Agreement are amended to insert the phrase "and Spinco
Employees" immediately after the term "Spinco Individuals" in each place that
it
appears.
2.
Section 7.03 of the Agreement is amended to provide as follows:
7.03 Restricted
Stock.
Each
Alltel Restricted Share award outstanding under the 1998 Equity Incentive Plan
or the 2001 Equity Incentive Plan and held by a Spinco Individual or Spinco
Employee as of the Distribution Date (a "Specified Award") shall not be
forfeited on the Distribution Date and shall become fully vested on August
3,
2006. In determining a Spinco Individual’s or Spinco Employee’s rights with
respect to a Specified Award, employment after the Distribution Date with
Spinco, a successor in interest to Spinco or any of their Subsidiaries (as
defined in the Merger Agreement) shall be treated as employment with Alltel.
Each share of Spinco common stock that is distributed with respect to a
Specified Award (and each share of Company common stock into which such Spinco
common stock is converted) shall be restricted and conditioned to the same
extent and for the same period as the Specified Award is restricted and
conditioned (taking into account the full vesting and deemed Alltel employment
provided for in two preceding sentences). In the event of a forfeiture of any
of
the foregoing restricted shares, such restricted shares shall be forfeited
to
the issuer of the shares. Spinco shall take all steps that are necessary to
ensure that the restrictions and conditions contemplated by this Section 7.03
are applied to the Company common stock referenced above.
3.
Section 8.01 of the Agreement is amended to provide as follows:
8.01 Establishment
of Mirror Benefit Restoration Plan.
(a) Establishment.
Prior
to the Distribution Date, Spinco shall establish, or cause to be established,
a
plan for Spinco Employees and Spinco Individuals, the provisions of which shall
be substantially identical to the provisions of the Benefit Restoration Plan
(the "Spinco
Restoration Plan").
(b) Transfer
of Obligations/Liabilities.
Effective as of the date of establishment of the Spinco Restoration Plan, the
obligations and liabilities with respect to Spinco Employees and Spinco
Individuals under the Benefit
Restoration
Plan shall be transferred to and assumed by the Spinco Restoration
Plan.
(c) Transfer
of Cash.
On July
18, 2006, Alltel shall transfer cash to the general funds of Windstream
Corporation as successor to Spinco in an amount sufficient to provide for the
payment of the obligations and liabilities with respect to Spinco Individuals
(except the individual employed by Alltel as of December 8, 2005) under the
Benefit Restoration Plan that are transferred to and assumed by the Spinco
Restoration Plan (assuming for purposes of calculating this amount only, that
all benefits shall be payable in a single lump sum on May 31, 2006 and that,
for
the single lump sum with respect to the retirement benefits provided in Article
V of the Benefit Restoration Plan, the lump sum is calculated as of January
1,
2006 (if not in pay status, based on such individual's benefit payable as of
his
normal retirement date (as defined in the Benefit Restoration Plan)) using
a
5.8% interest rate and the FAS No. 87 actuarial methods and assumptions included
in Schedule IV, reduced by any payments made between January 1, 2006 and the
Distribution Date).
4.
Section 8.03 of the Agreement is amended to provide as follows:
8.03 Executive
Deferred Compensation Plan.
(a) Establishment.
Prior
to the Distribution Date, Spinco shall establish, or cause to be established,
a
plan for Spinco Employees and Spinco Individuals, the provisions of which shall
be substantially identical to the provisions of the Executive Deferred
Compensation Plan, including the provisions of the Executive Deferred
Compensation Plan that are known as the Executive Deferred Compensation Sub-Plan
(the "Spinco
Executive Plan").
(b) Transfer
of Obligations/Liabilities.
Effective as of the date of establishment of the Spinco Executive Plan, the
obligations and liabilities with respect to Spinco Employees and Spinco
Individuals under the Executive Deferred Compensation Plan shall be transferred
to and assumed by the Spinco Executive Plan.
(c) Transfer
of Cash.
On July
18, 2006, Alltel shall transfer cash to the general funds of Windstream
Corporation as successor to Spinco in an amount sufficient to provide for the
payment of the obligations and liabilities with respect to Spinco Employees
and
Spinco Individuals under the Executive Deferred Compensation Plan that are
transferred to and assumed by the Spinco Executive Plan (assuming for purposes
of calculating this amount only, that all benefits shall be payable in a single
lump sum on the Distribution Date).
5.
Section 8.04 of the Agreement is amended to provide as follows:
8.04 1998
Management Deferred Compensation Plan.
(a) Establishment.
Prior
to the Distribution Date, Spinco shall establish, or cause to be established,
a
plan for Spinco Employees and Spinco Individuals,
2
the
provisions of which shall be substantially identical to the provisions of the
1998 Management Deferred Compensation Plan, including the provisions of the
1998
Management Deferred Compensation Plan that are known as the 1998 Management
Deferred Compensation Sub-Plan (the "Spinco
1998 Management Plan").
(b) Transfer
of Obligations/Liabilities.
Effective as of the date of establishment of the Spinco 1998 Management Plan,
the obligations and liabilities with respect to Spinco Employees and Spinco
Individuals under the 1998 Management Deferred Compensation Plan shall be
transferred to and assumed by the Spinco 1998 Management Plan.
(c) Transfer
of Cash.
Alltel
shall transfer cash to the general funds of Windstream Corporation as successor
to Spinco on July 18, 2006 in an amount sufficient to provide for the payment
of
the obligations and liabilities with respect to Spinco Employees and Spinco
Individuals under the 1998 Management Deferred Compensation Plan that are
transferred to and assumed by the Spinco 1998 Management Plan (assuming for
purposes of calculating this amount only, that all benefits shall be payable
in
a single lump sum on the Distribution Date).
IN
WITNESS WHEREOF, the parties have caused this Amendment to Employee Benefits
Agreement to be duly executed as of this 17th
day of
July, 2006.
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ALLTEL
CORPORATION
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By: /s/
Xxxxxxx X. Xxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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Title:
Executive Vice President
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ALLTEL
HOLDING CORP.
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By:
/s/ Xxxx X. Xxxxxxxx
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Name:
Xxxx X. Xxxxxxxx
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Title:
Executive Vice President
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