EXHIBIT 10.24
13 November 2003
STRICTLY PRIVATE & CONFIDENTIAL-
Our ref: PRW/19879
--------------------------------
ADDRESSEE ONLY
--------------
Mr A Halford
VP & Chief Financial Officer
Verizon Wireless
180 Washington Valley Road
Bedminster
New Jersey 07921
USA
Dear Andy
Following our discussions, I am pleased to
confirm the terms of the extension
which will apply to your Long Term
Assignment to Verizon Wireless (known as Host
Company) in the USA (known as Host
Country). This offer should be read in
conjunction with the Group International
Assignment Policy (IAP) which you
should familiarise yourself with. Where
there is a material difference between
the terms of this letter and the IAP, as
opposed to any omissions, then the
terms of this letter shall prevail.
Your Primary Employment remains with your
Home Company as defined in the IAP.
A THE ASSIGNMENT
--------------
Position and
Duties
-------------------
Your position
during the assignment will continue to be Chief Financial
Officer
reporting to Denny Strigl, CEO of Verizon Wireless. Your duties
will be as
described by Denny.
Status
------
The basis of the
Assignment will be Accompanied status.
Period of
Assignment
--------------------
The period of
Assignment extension in the Host Country will be for 18
months with
effect from 1 April 2004, except if terminated earlier in
accordance with
Section D below. Should it be mutually agreed, the
Assignment may
be extended at which time the terms and conditions of the
Assignment will
be reviewed.
Hours of
Work
-------------
Your working
hours will continue to be in accordance with Host Company
practice and the
operational needs of your role.
<PAGE>
Immigration
Approval
--------------------
This Assignment
extension is made subject to all the necessary
permits/visas
required for living and working in the Host Country
continuing to be
in effect. Company assistance will be available if needed.
B HOME BASE BENEFITS
------------------
Base Salary
-----------
Your basic
salary of (pound)278,250 remains unchanged. Your Home Base
Salary will be
the starting point for the calculation of your Assignment
Salary. All
salary payments will be made by your Home Company into a bank
account in your
Home Country.
IPO
Compensation
----------------
Based on our
current understanding, there are no foreseeable plans for a
Verizon IPO. As
such the non-IPO payment committed to you, will be paid. A
gross payment of
(pound)100,000 will be made to you in March 2004.
Pension
-------
Your membership
of your Home Company pension scheme will continue with
contributions
calculated using your Home Base Salary.
Insurance
---------
Your membership
of your Home Company life insurance schemes will continue
with contributions/benefits
calculated using your Home Base Salary.
Cash
Incentives/Bonuses
-----------------------
Your membership
of your Home Company bonus/incentives will continue with
payments as
before. However your STIP criteria will be based on Verizon
Wireless targets
from the start date of your assignment. Your LTIP will
remain
unchanged.
We will now
calculate your Short Term Incentive Plan (STIP) payment, on the
total amount of
your base salary plus additional responsibility allowance,
i.e.
(pound)278,250 + (pound)125,000 = (pound)403,250.This will be
effective from
1st April 2004. All other STIP terms remain unchanged.
Over the period
of the Assignment, your collective tax and social security
liabilities in
relation to income arising from these schemes will be no
greater than had
you remained in your Home Country and these liabilities
will arise no
earlier than they would have done in your home location. All
calculations
will be provided by PriceWaterhouseCoopers (PwC), the Group's
advisors on
overseas personal tax matters.
Share/Stock
Plans
-----------------
Your
participation in your current Home Company plans will continue
except
where plan rules
or the applicable legislation prevents this. The level of
your
participation will be determined in accordance with Home
Company
practice.
2
<PAGE>
Over the period
of the Assignment, your collective tax and social security
liabilities in
relation to income arising from these schemes will be no
greater than had
you remained in your Home Country and these liabilities
will arise no
earlier than they would have done in your home location. All
calculations
will be provided by PriceWaterhouseCoopers (PwC), the Group's
advisors on
overseas personal tax matters.
It is your
responsibility to notify PwC at least 5 working days in advance
of any potential
events relating to these share plans over which you have
discretion (eg
exercise of a share option). This should allow sufficient
time for any
potential complications to be considered.
Holiday
Entitlement
-------------------
Your Home
Company holiday entitlement will continue but with actual days
to
be taken to be
approved locally. You will observe Host Country Statutory
Holidays while
on assignment.
Subject to
approval, all Host Country holiday entitlement accrued while on
the Assignment should be taken
before returning to the Home Country. Where
this is not
possible, you may be compensated for up to 10 days calculated
using Home Base
Salary.
C ASSIGNMENT
BENEFITS
-------------------
Assignment
Salary Build-up
--------------------------
Your Assignment
Salary will be calculated using a build-up approach that
will provide an
incentive to reward you for working internationally.
It also takes
account of any tax, social security and cost of living
differentials
between the Home and Host location.
In summary, the
build-up starts with your Home Base Salary and then deducts
estimated Home
tax and social security payments due on cash and benefits.
Your Assignment
allowances will then be added to give the net build-up
salary.
Your net pay
excluding bonus payments will be (pound) 264,398 per annum,
adjusted for
salary reviews each July. Effective 1st April 2004, with the
proposed
increase to your Additional Responsibility Allowance, this will
increase to
(pound)289,949 (without taking into account any changes in your
salary or taxes
etc between now and then).
Full details of
your Assignment Salary are contained in the Assignment
Salary Build-Up Sheet
attached.
Additional
Responsibility Allowance
-----------------------------------
You will be
eligible for an Additional Responsibility Allowance. This will
increased to
(pound)125,000 per annum, effective 1st April 2004, paid
monthly within
your net pay referred to above. This is designed to provide
additional
compensation for the special circumstances of your working in
the USA.
3
<PAGE>
Company Car
-----------
A fully expensed
car for business and private use will be provided in
accordance with
the Host Company policy.
Home Leave
----------
i) Every 3
months a return business air flight will be provided for you
and
your Family to return
to your Home Country or visit the Host Country. You
may take a
combination of business and economy class air fares so long as
the aggregate
value does to exceed the above.
ii) An
additional 6 business class flights per annum will be provided
for
you. You may
take a combination of business and economy class airfares for
you or your
family so long as the aggregate value does to exceed the above.
Accommodation
-------------
Housing
Host
Company funded leased accommodation will continue to be
provided
at the current monthly rate.
Utilities
Reasonable costs for uti
