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EXHIBIT 10.44
RETENTION BONUS PLAN
This
Retention Bonus Plan as described below has been established in
connection with proposed merger of Western
Wireless Corporation ("Company") and
ALLTEL Corporation (the "Merger") and is
effective as of January 10, 2005.
1. Full-time and part-time
employees of the Company and its subsidiaries as
of January
10, 2005 and any full-time and part-time employee who received
and
accepted an offer of employment with the Company prior to January
10,
2005 and
in each case who are employed by the Company through the
retention
bonus payment dates as described herein (hereinafter
"Participants") shall be eligible for the Retention Bonus Plan and
may be
eligible
to receive a retention bonus (a "Retention Bonus") subject to
the
terms and
conditions of this Retention Bonus Plan. For the purposes of
this
Retention Bonus Plan, employment with a subsidiary or affiliate
of
the
Company (including, following the Closing Date, ALLTEL Corporation
or
one of its
subsidiaries) shall be deemed to be employment with the
Company.
2. The Company has
established a retention bonus pool with an intended
aggregate
payout amount of $20 million (the "Retention Pool") to be
allocated
to the Participants in amounts determined by the Administrator
and as
described herein. The Retention Pool shall be paid in cash
through
the
regular payroll process. The Retention Pool will have Participants
in
three
employment categories:
a. Designated key managers ("Key Managers") of the Company will
be
eligible for a Retention Bonus equal to 3, 6, or 12 times their
Monthly Base Salary ("Key Manager Retention Bonus"), as
determined
by the Administrator. 50% of the Key Manager Retention Bonus will
be
paid at the next payroll period following the closing date of
the
Merger (the "Closing Date") and the remaining 50% of the Key
Manager
Retention Bonus will be paid at the next payroll period
following
the sixth month anniversary of the Closing Date, subject to the
Participant's continued employment through such payment dates.
Key
Managers shall receive written confirmation of the amount of his
or
her Key Manager Retention Bonus.
b. Certain Customer cCare eEmployees as designated by the
Administrator
will be eligible for a Retention Bonus equal to the greater of
$5,000 or 3 times their Monthly Base Salary. 50% of the
Retention
Bonus will be paid at the next payroll period following the
Closing
Date and the
remaining 50% of the Retention Bonus will be paid at
the next payroll period following the sixth month anniversary of
the
Closing Date, subject in each case to the Participant's
continued
employment through such payment dates.
c. The remaining Participants ("Other Participants") will be
eligible
for a Retention Bonus equal to the greater of $3,000 or 1 times
their
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Monthly Base Salary. 100% of this Retention Bonus will be paid
at
the next payroll period following the Closing Date, subject to
the
Participant's continued employment through such date.
3. A Participant who is a part-time
employee has the same rights and is
subject to
the same terms and conditions under this Retention Bonus Plan
as a
similarly-situated full-time employee, except the a Participant
who
is a
part-time employee shall be eligible for a Retention Bonus equal
to
50% of the
Retention Bonus payable to a similarly-situated full-time
employee.
3.4. In the event of the Merger is
terminated or abandoned (i) the first
Retention
Bon
