Cto Employment Agreement

Exhibit 10.1(a)


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT (this "Agreement"), dated as of May 24, 1993, as amended and restated through February 22, 2000, by and between CenturyTel, Inc., a Louisiana corporation (the "Company"), and Clarke M. Williams ("Executive").


WITNESSETH:


WHEREAS, as of May 24, 1993, the Company and Executive entered into an employment agreement providing benefits on terms and conditions substantially similar to those set forth herein (the "Original Agreement");


WHEREAS, the Company and Executive amended the Original Agreement by an instrument dated February 27, 1996 to provide Executive with benefits substantially similar to those set forth in Section 5.05(b) hereof;


WHEREAS, the Company and Executive desire to further modify the Original Agreement (as amended on February 27, 1996) to more closely align the severance benefits afforded to Executive hereunder to those afforded to other executive officers of the Company on the date hereof;


WHEREAS, the Company considers the continued services of Executive to be in the best interests of the Company and its shareholders and desires to assure the continued services and undivided loyalty of Executive on behalf of the Company on an objective and impartial basis, free from personal distraction, in the event of an attempt to obtain control of the Company;


WHEREAS, in consideration of the covenants of the Company contained herein, Executive is willing to remain in the employ of the Company upon the terms and conditions specified below; and


WHEREAS, in order to induce Executive to remain in the employ of the Company, this Agreement sets forth the compensation and benefits payable to Executive, including the severance benefits that the Company agrees will be provided to Executive if Executive's employment with the Company is terminated;


NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:


1. POSITION, DUTIES AND PLACE OF PERFORMANCE


1.1 Employment as Chairman of the Board. Subject to the terms and conditions of this Agreement and applicable law, the Company hereby agrees to continue to employ Executive, and Executive agrees to continue to serve, as the Chairman of the Board of Directors of the Company during the term of this Agreement. Executive shall report to and be subject to the supervision of the Company's Board of Directors (the "Board"), and his powers, authority and duties shall be governed by the Company's Bylaws.


1.2 Duties. (a) Executive shall devote his full business time (with allowances for vacations and sick leave), attention and best efforts to the affairs of the Company, its subsidiaries and Affiliates (as defined in Section 7.02) during the term of this Agreement.


(b) Notwithstanding paragraph (a) above, the Company acknow- ledges that Executive may, subject to his obligations under Section 1.03 hereof, serve as a director of other corporations and entities and may engage in other activities to the extent that they do not inhibit the performance of his duties hereunder, or conflict with the business of the Company, its subsidiaries or Affiliates.


1.3 Outside Directorships. Executive has reviewed with the Board his directorships and any other positions held by him in business organizations that are not affiliated with the Company, and has received the Board's approval for his continuance in such capacities unless the Board should later determine in a particular case that there has arisen a potential conflict with the Company's best interests. Prior to serving any other unaffiliated business organization, Executive shall obtain the Board's approval. Nonbusiness activities, such as service on the boards or for the benefit of educational, religious or other similar institutions, need not be reviewed or approved by the Board.


1.4 Place of Performance. In connection with Executive's employment by the Company, Executive shall be based at the principal executive offices of the Company in Monroe, Louisiana, except for required travel relating to the Company's business to an extent substantially consistent with Executive's prior business travel practices.


1.5 Other Offices; Indemnification. While employed by the Company, Executive agrees to serve, without additional compensation, if elected or appointed thereto, as a director or executive officer of any of the Company's subsidiaries, provided that Executive is indemnified for serving in any and all such capacities on a basis no less favorable than is currently provided by (i) the Indemnification Agreement, dated May 16, 1988, by and between the Company and Executive (the "Indemnification Agreement"), (ii) the Company's Bylaws or (iii) otherwise.


2. TERM


Unless Executive's employment is terminated at an earlier date under Section 4 or 5, this Agreement shall continue in full force and effect through December 31, 2000 and from year to year thereafter subject to the right of Executive or the Company to terminate this Agreement as of such date or any subsequent December 31 by written notice given to the other party at least 60 days prior to such termination date. Termination of this Agreement by either party in accordance with the preceding sentence shall not require a statement of the reason therefor. All provisions herein governing the parties' rights and obligations upon the termination of Executive's employment shall survive the termination of this Agreement.


3. COMPENSATION AND RELATED MATTERS


In consideration of the services and duties to be performed by Executive during the term of this Agreement, the Company agrees to pay and provide for Executive the compensation and benefits described below:


3.1 Salary. The Company shall pay to Executive a salary at a rate of not less than $707,616 per annum in equal biweekly installments. This salary may be increased from time to time by the Board, and, if so increased, shall not thereafter be decreased during the term of this Agreement. The salary payable to Executive hereunder as of any particular date shall hereinafter be referred to as the "Annual Base Salary."


3.2 Expenses. Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in performing services hereunder, including all expenses of travel and living expenses while away from home on business and in the service of the Company, provided that such expenses are incurred and accounted for in accordance with the Company's policies and procedures then in effect.


3.3 Other Benefits. (a) Executive shall be entitled to participate in any employee benefit plans or arrangements the Company makes available now or in the future to its employees, generally, or to any or all of its executive officers, specifically, on the same basis and subject to the same requirements and limitations that are or may be made applicable to other executive officers, including, without limitation, the Company's Stock Bonus Plan, Employee Stock Ownership Plan, Dollars & Sense Plan, Retirement Plan, Supplemental Retirement Plan, Supplemental Executive Retirement Plan, 1983 Restricted Stock Plan, Chairman and Chief Executive Officer Short-Term Incentive Plan, 2000 Incentive Compensation Program, Supplemental Dollars & Sense Plan, Supplemental Defined Contribution Plan, Supplemental Defined Benefit Plan, Salary Continuation (Disability) Plan for Officers, Supplemental Life Insurance Plan, and Medical Reimbursement Plan (and all successors to such plans), or any other pension and retirement plan or arrangement, stock option plan, stock bonus plan, stock ownership plan, incentive compensation plan, life insurance and health-and-accident plan or arrangement, medical insurance plan, disability plan, survivor income plan, relocation plan, vacation plan or other welfare plan (collectively, the "Benefit Plans"). The Company shall not directly or indirectly make any changes in any Benefit Plan that would adversely affect Executive's rights or benefits thereunder, unless such changes do not result in a proportionately greater reduction in the rights of or benefits to Executive compared with any other executive officer of the Company.


(b) Any payments or benefits payable to Executive hereunder in respect of any calendar year during which Executive is employed by the Company for less than the entire year shall, unless otherwise provided in the applicable Benefit Plan, be prorated in accordance with the number of days in such calendar year during which he is so employed.


(c) For each year during the term hereof, the Company shall make available to Executive without charge, for his personal convenience, use of Company aircraft for no fewer than the number of hours per annum to which he has typically used the Company aircraft in prior years or such greater number of hours as may be approved by the Board.


3.4 Vacation. Executive shall be entitled to the number of vacation days in each calendar year, and to compensation in respect of earned but unused vacation days, determined in accordance with the Company's vacation plan. Executive shall also be entitled to all paid holidays the Company confers upon its executives.


3.5 Facilities; Secretarial Assistance. The Company shall furnish Executive with office space, secretarial assistance and such other facilities and services as shall be suitable to Executive's position and adequate for the performance of his duties.


4. TERMINATION OF EMPLOYMENT


4.1 Death. Executive's employment shall terminate upon his death.


4.2 Disability. If a duly qualified physician chosen by the Company and reasonably acceptable to Executive or his legal representatives certifies in writing that Executive is incapable of discharging the essential functions of his job as the Chairman of the Board of Directors for a period of 120 consecutive days because of physical or mental impairment, then Executive shall be deemed disabled and the Company shall have the continuing right and option during the period such disability continues to terminate Executive's employment by providing Executive with a Notice of Termination as contemplated by Section 4.05. Any such termination shall become effective 30 days after such Notice of Temptation is given, unless within such 30-day period the physician referred to above certifies in writing that Executive is no longer impaired and is capable of discharging the essential functions of his job.


4.3 With or Without Cause. (a) The Company may terminate Executive's employment with or without Cause. For purposes of this Agreement, the Company shall have "Cause" for (i) the willful and continued failure by Executive to substantially perform his duties hereunder (other than any such failure resulting from Executive's disability as specified in Section 4.02) after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Executive has not substantially performed his duties, (ii) the conviction of a felony or (iii) the adoption by the Company's shareholders at any time prior to a Change of Control of the Company (as defined in Section 4.04(c)) of any resolution removing Executive from the Board or failing to re-elect Executive to the Board during the term of this Agreement (unless such action is preceded by any act of the Board described in Section 4.04(b)(i)).


(b) For purposes of this Section 4.03, no act or failure to act on Executive's part shall be considered "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that his action or omission was in the best interests of the Company. Any act, or failure to act, by Executive that is based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, Executive may not be terminated for Cause without delivery to Executive of a Notice of Termination as contemplated by Section 4.05 setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under clause (i), (ii) or (iii) of Section 4.03(a), provided, however, that if clause (i) above forms the basis for such termination, (A) the Company must have delivered to Executive a demand for substantial performance in accordance with clause (i) of Section 4.03(a), (B) the Notice of Termination must be preceded by written notice to Executive (1) specifically identifying the manner in which the Company believes Executive has not substantially performed his duties after the Company's demand for substantial performance and (2) providing an opportunity for Executive, together with his counsel, to be heard before the Board, and (C) the Company must have delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three- quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose, finding that, in the good faith opinion of the Board, Executive is guilty of the conduct described in clause (i) of Section 4.03(a).


(c) No action or inaction shall be deemed the basis for Cause unless Executive is terminated therefor within 120 days after such action or omission is known to the Chief Executive Officer of the Company.


(d) In the event that the existence of Cause shall become an issue in any action or proceeding between the Company and Executive, the Company shall, notwithstanding the finding of the Board referenced above, have the burden of establishing that the actions or inactions deemed the basis for Cause did in fact occur and do constitute Cause and that the Company has satisfied the procedural requirements of this Section 4.03. The satisfaction of the Company's burden shall require clear and convincing evidence. Any purported termination of employment of Executive by the Company which does not meet each and every substantive and procedural requirement of this Section 4.03 shall be treated for all purposes under this Agreement as a termination of employment without Cause.


4.4 Termination by Executive. (a) Executive may terminate his employment at any time for any reason, including (i) for Good Reason (as defined below) or (ii) in the event of a Change of Control of the Company (as defined below).


(b) For purposes of this Agreement, "Good Reason" shall mean:


(i) the adoption by the Board of any resolution
during the term of this Agreement (A) removing Executive from
the position of Chairman of the Board of Directors of failing
to re-elect Executive to such position or (B) removing
Executive as a member of the Board, convening a shareholder
meeting for such purpose or failing to make Executiv as a
nominee or proposed nominee for re-election to the Board
upon expiration of his designated term, except in both
cases in connection with a termination by the Company of
Executive's employment in accordance with the terms and
conditions of Section 4.01, 4.02 or 4.03;


(ii) a diminution in Executive's duties, responsibilities
or position in the management of the Company and its
subsidiaries, including, without limitation,(A) the assignment
to Executive of duties or responsibilities that are
inconsistent with Executive's position as Chairman of the
Board of Directors of the Company, (B) the demotion of
Executive, or (C) the failure of the Company to perform its
obligations under Section 3.05, which failure continues for a
period of 10 days after Executive gives the Company notice
thereof;


(iii) the failure by the Company to pay to Executive
any installment of his Annual Base Salary or to pay any other
amounts owed under this Agreement, which failure continues for
a period of 10 days after Executive gives the Company notice
thereof;


(iv) the failure by the Company to provide the benefits
specified in Section 3.03, unless comparable benefits or
compensation are provided in lieu thereof;


(v) any directive requiring Executive to be based
anywhere other than Monroe, Louisiana, except for required
travel in the ordinary course of the Company's business and
consistent with past practices;


(vi) the failure by the Company to obtain the assumption
of its obligations under this Agreement by any successor or
assign as contemplated by Section 6.01; or


(vii) a failure by the Company to comply with Section
1.02(b), Section 1.03, or any other material provision of this
Agreement, which failure continues for a period of 10 days
after Executive gives the Company notice thereof.


(c) For purposes of this Agreement, a "Change of Control" of the Company shall mean:


(i) the acquisition by any Person (as defined in
Section 7.02) of Beneficial Ownership (as defined in Section
7.02) of 30% or more of the outstanding shares of the
Company's Common Stock, $1.00 par value per share (the "Common
Stock"), or 30% or more of the combined voting power of the
Company's then outstanding securities entitled to vote
generally in the election of directors; provided, however,
that for purposes of this clause (i), the following
acquisitions shall not constitute a Change of Control:


(A) any acquisition (other than a Business
Combination which constitutes a Change of Control
under Section 4.04(c)(iii) hereof) of Common Stock
directly from the Company,


(B) any acquisition of Common Stock by the Company
or its subsidiaries,


(C) any acquisition of Common Stock by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation
controlled by the Company, or


(D) any acquisition of Common Stock by any
corporation pursuant to a Business Combination that
does not constitute a Change of Control under Section
4.04(c)(iii) hereof; or


(ii) individuals who, as of February 22, 2000,constitute
the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to such date whose election, or nomination for
election by the Company's shareholders, was approved by a vote
of at least two-thirds of the directors then comprising the
Incumbent Board shall be considered a member of the Incumbent
Board, unless such individual's initial assumption of office
occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Incumbent Board; or


(iii) consummation of a reorganization, share
exchange, merger or consolidation (including any such
transacti ...