Amendment One to Restricted Stock Grant Agreement between Valor Communications Group, Inc. and Jerry E. Vaughn

Summary

This amendment updates the original Restricted Stock Grant Agreement between Valor Communications Group, Inc. and Jerry E. Vaughn. The changes adjust the vesting schedule to allow shares to vest earlier if a merger transaction closes before January 1, 2007, clarify the order of certain provisions, and ensure dividends are paid on all shares regardless of vesting status. All other terms of the original agreement remain unchanged.

EX-10.9 10 d33107exv10w9.htm AMENDMENT TO RESTRICTED STOCK AGREEMENT - JERRY E. VAUGHN exv10w9

Exhibit 10.9

AMENDMENT ONE TO THE RESTRICTED STOCK GRANT AGREEMENT
PURSUANT TO VALOR COMMUNICATIONS GROUP, INC.
2005 LONG-TERM EQUITY INCENTIVE PLAN

This Amendment One to the Restricted Stock Grant Agreement (“Amendment One”) is entered into as of February 9, 2006 between Valor Communications Group, Inc., a Delaware corporation (the “Company”), and Jerry E. Vaughn (the “Participant”), residing at 1431 Kensington Court, Southlake, TX 76092.

Recitals

WHEREAS, the Company and the Participant entered into a Restricted Stock Grant Agreement dated October 1, 2005; and,

WHEREAS, on December 8, 2005, the Company, Alltel Corporation and Alltel Holding Corp. entered into an Agreement and Plan of Merger (“Transaction”); and,

WHEREAS, the Company and the Participant desire to amend certain provisions of the Restricted Stock Grant Agreement in anticipation of the closing of the Transaction.

NOW, THEREFORE, for and in consideration of the premises hereof and the mutual covenants contained herein, the Company and the Participant hereby covenant and agree to amend the Restricted Stock Grant Agreement as follows:

1. Amend section 3(a) to delete “on each January 1, 2007,” and replace it with “upon the earlier of the close of the Transaction or January 1, 2007, and on each of”.

2. Amend section 3(b)(ii) to delete “first,” and replace it with “second”.

3. Amend section 4 to delete “with respect to the Shares only to the extent such Shares have vested as of the date on which such dividend is to be paid,” and replace it with “on the Shares regardless of whether they have vested on the date on which such dividend is to be paid.”

4. All other terms and conditions of the Restricted Stock Grant Agreement shall remain in full force and effect.

[Remainder of page intentionally left blank.]
[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment One to be duly executed as of the date first above written.


VALOR COMMUNICATIONS GROUP, INC.
By:	/s/ John J. Mueller
	Name:	John J. Mueller
	Title:	President

ACCEPTANCE:

/s/ Jerry E. Vaughn

Participant