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Form of Management Stockholders' Agreement Dated As of November 16, 2007

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MANAGEMENT STOCKHOLDERS' AGREEMENT



This MANAGEMENT STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of November 16, 2007, is by and among Alltel Corporation ("Alltel"), Atlantis Holdings LLC (the "Parent", and together with Alltel, the "Company") and the Majority Stockholders (as defined below) and the individuals listed on Schedule A attached hereto (each a "Management Stockholder"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan (as defined below), except as provided in Section 3(b)(iv) below.



WHEREAS, in connection with the acquisition by the Majority Stockholders of an interest in Alltel, the Management Stockholders purchased or otherwise acquired shares of Common Stock and Options in consideration for the payment of cash or in exchange for options or shares of common stock of Alltel previously acquired by them (the "Invested Equity");



WHEREAS, immediately following the closing of such acquisition, the Common Stock will be the only class of equity of Alltel then outstanding;



WHEREAS, the Management Stockholders have been and may in the future be granted additional Options pursuant to the Alltel Corporation Management Equity Incentive Plan (the "Plan"); and



WHEREAS, as a condition to the transfer of any interest in shares of Common Stock by Alltel to the Management Stockholders, the Management Stockholders are required to execute this Agreement; and



WHEREAS, the Management Stockholders, the Majority Stockholders and the Company desire to enter into this Agreement and to have this Agreement apply to all shares of Common Stock acquired or to be acquired by each Management Stockholder from whatever source, now or in the future (in the aggregate, the " Shares").



NOW THEREFORE, in consideration of the premises hereinafter set forth, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows.



1. Investment . Each Management Stockholder represents that the Shares are being acquired for investment and not with a view toward the distribution thereof.



2. Issuance of Shares . Each Management Stockholder acknowledges and agrees that all Shares will be held in book-entry form unless otherwise determined by Alltel. If physical certificates representing the ownership of Shares are issued, then each such certificate shall bear the following legends (except that the second paragraph of this legend shall not be required after the Shares have been registered and except that the first paragraph of this legend shall not be required after the termination of this Agreement) and shall be held in custody by Alltel for the benefit of the Management Stockholders:



The shares represented by this certificate are subject to the terms and conditions of a Management Stockholders' Agreement dated as of November 16, 2007 and may not be








transferred (including, but not limited to, by means of a gift or testamentary transfer), sold, assigned, pledged, hypothecated or encumbered, except as may be permitted by the aforesaid Agreement. A copy of the Management Stockholders' Agreement may be obtained from the Secretary of the Company.



The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be transferred (including, but not limited to, by means of a gift or testamentary transfer), sold, assigned, pledged, or hypothecated in the absence of an effective registration statement for the shares under the Securities Act of 1933 or an opinion of counsel for the Company that registration is not required under said Act.



Upon the termination of this Agreement, or upon registration of Shares under the Securities Act, each Management Stockholder shall have the right to exchange any certificate containing the above legend (i) in the case of the registration of Shares, for certificates representing ownership of such Shares legended only with the first paragraph described above and (ii) in the case of the termination of this Agreement, for certificates representing ownership of Shares legended only with the second paragraph described above. At such time as neither legend is applicable, the Management Stockholder shall have the right to exchange certificates representing ownership of Shares that have been legended as set forth herein for certificates that are un-legended.



3. Transfer of Shares; Call Rights .



(a) Transfer Restrictions . Each Management Stockholder agrees that he or she will not cause or permit the Shares or his or her interest in the Shares to be transferred (including, but not limited to, by means of a gift or testamentary transfer), sold, assigned, pledged, hypothecated or encumbered except as expressly permitted by Section 3 or 4 of this Agreement. Notwithstanding the foregoing, Shares owned by a Management Stockholder may be transferred (i) on such Management Stockholder's death by bequest or inheritance to the Management Stockholder's executors, administrators, testamentary trustees, legatees or beneficiaries, (ii) subject to the prior written approval (which shall not be unreasonably withheld or delayed) by Alltel's Board of Directors (the "Board"), and compliance with all applicable tax, securities and other laws, to any corporation, limited liability company, partnership, trust, or custodianship, the stockholders, members, beneficiaries or general or limited partners of which may include only (a) the Management Stockholder, (b) the Management Stockholder's spouse or the Management Stockholder's lineal descendants (whether natural or adopted), sibling or parent, (c) the persons listed in clause (i) above or (d) any combination of the foregoing, (iii) as contemplated by Section 4.10 of the Plan in connection with net-physical settlement of an Option; (iv) in accordance with Section 4 of this Agreement and (v) upon the prior written approval of the Board or a committee thereof (each such Person to which Shares may be transferred, a "Transferee"), subject in any such case to the agreement by each Transferee (other







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than the Company or as otherwise permitted by the Company) in writing to be bound by the terms of this Agreement as if such Transferee had been an original signatory hereto; and provided in any such case other than transfers made pursuant to clause (v) above, that no such transfer that would cause Alltel to be required to register the Common Stock under Section 12(g) of the Exchange Act shall be permitted.



(b) Call Rights . Alltel (or its designated assignee) shall have the right to call Shares on the terms and conditions set forth herein:



(i) With respect to each Management Stockholder, Alltel (or its designated assignee) shall have the right (the "Call Right"), if the employment of a Management Stockholder with the Company terminates, during the ninety-day period following the later to occur of (x) the termination of such Management Stockholder's employment for any reason and (y) with respect to any particular Shares, the date on which such Management Stockholder (including the period any Transferee of such Management Stockholder held such shares) has held such Shares for at least six (6) months, to purchase from such Management Stockholder or such Management Stockholder's Transferee, and upon the exercise of such right such Management Stockholder or Transferee shall sell to Alltel (or its designated assignee), all or any portion of the Shares held by such Management Stockholder and his or her Transferees as of the date as of which such right is exercised. The price per Share to be paid in such purchase and sale shall be (x) except as provided in clause (y) below, a per Share price equal to the Fair Market Value of a share of Common Stock as of the date on which such right is exercised or (y) in the event such Management Stockholder's Employment is terminated for Cause or such Management Stockholder Competes (as defined below) following such Management Stockholder's voluntary resignation without Good Reason, the price per Share with respect to all Shares other than Invested Equity (including as Invested Equity for this purpose Shares acquired through the exercise of Options which are Invested Equity) shall be the lesser of (i) Fair Market Value of a share of Common Stock and (ii) the price paid, if any, by such Management Stockholder for such Shares (the "Bad Leaver Price"). The Call Right may be exercised in portions on two or more exercise dates.



(ii) Alltel (or its designated assignee) shall exercise the Call Right by delivering to the Management Stockholder or Transferee, as applicable, a written notice specifying its intent to purchase specific Shares held by the Management Stockholder or Transferee (the "Call Notice"), the date as of which such right is to be exercised and the number of Shares to be purchased. Purchase and sale shall occur on such date as shall be specified in the Call Notice, which date shall not be later than sixty (60) days after the Management Stockholder's receipt of the Call Notice; provided that the Company may delay any such payment to the extent such payment will result in the violation of the terms or provisions of, or result in a default or event of default under, any guarantee, financing or security agreement or document entered into by Alltel or any of its Affiliates and in effect on such date (hereinafter a "Financing Agreement). In the event all or a portion of the payment of the purchase price is delayed as a result of a restriction imposed by a







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Financing Agreement as provided above, such payment shall be made no later than two years after the date the Company's purchase right is exercised in accordance with this Section 3(b) or, if earlier, as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Management Stockholder or Transferee if no delay had occurred plus interest for the period from the date on which the purchase price would have been paid but for the delay in payment provided herein to the date on which such payment is made (the "Delay Period"), calculated at LIBOR plus 275 basis points. Notwithstanding the foregoing, in the event of a Change in Control (as defined in the Plan), the obligation to pay the purchase price (plus accrued interest) shall accelerate to the Change of Control.



(iii) For purposes of this Agreement, with respect to each Management Stockholder, the term "Compete" means (i) directly or indirectly, whether or not for compensati
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