[Exhibit_10(a)(19)]
Adopted March 8, 1995
VANGUARD CELLULAR SYSTEMS, INC.
SENIOR MANAGEMENT SEVERANCE PLAN
WHEREAS, the Board of Directors of Vanguard Cellular Systems, Inc.
(the "Company") considers its senior management employees to be
valuable assets of the Company and essential to its growth and
prosperity; and
WHEREAS, the Board of Directors believes that adoption of a
reasonable severance plan would have the effect of giving to such
officers a sense of security that would have a positive effect on
their performances on behalf of the Company; and
WHEREAS, this Board believes that a reasonable severance plan
would improve the ability of the Company to attract and maintain
qualified senior management; now, therefore, it is
RESOLVED, that this Board of Directors hereby adopts the following
Senior Management Severance Plan (the "Plan"):
1. PURPOSE. The purpose of the Plan is to attract and retain
competent senior management employees for the Company.
2. ELIGIBILITY. Any senior management employee of the Company
who is identified by the Board of Directors or its Compensation
Committee as a participant in the Plan and who enters into a Severance
Agreement substantially in the form attached to this Plan shall be a
participant in the Plan (a "Participant").
3. ENTITLEMENT. Any Participant who is terminated from his or
her employ by the Company "without cause" (as defined in Section 4)
following a "change in control" of the Company, or who shall have
terminated his or her employment because of a "change in position or
employment conditions" (as defined in Section 5) following a "change
in control," shall be entitled to receive a severance payment in an
amount equal to his or her average annual total cash compensation for
the immediately preceding five fiscal years of the Company (or such
lesser number of whole fiscal years as he or she shall have been in
the employ of the Company), multiplied by 2.99 (the "Severance
Payment"). Upon entitlement, the Severance Payment will be payable in
cash or by certified check within thirty (30) days following
termination of the Participant's employment. For purposes of this
Agreement, a "change of control" shall be deemed to have occurred upon
the occurrence of any of the following events:
(i) Any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") but excluding any employee benefit plan of the
Company) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined
voting power of the Company's outstanding securities then entitled
ordinarily (and apart from rights accruing under special
circumstances) to vote for the election of directors; or
(ii) Individuals who are "Continuing Directors" (as
hereinafter defined) cease for any reason to constitute at least
a majority of the Board of Directors; or
(iii) The Board of Directors shall approve a sale of all or
substantially all of the assets of the Company; or
(iv) The Board of Directors shall approve any merger,
consolidation, or like business combination or reorganization of
the Company the consummation of which would result in the
occurrence of any event described in clause (a) or (b) above.
For purposes of the foregoing, "Continuing Directors" shall mean
(a) the directors of the Company in office on the date of the
Severance Agreement between the Company and the Participant and (b)
any successor to any such director (and any additional director) who
after the date of the relevant Severance Agreement (y) was nominated
or selected by a majority of the Continuing Directors in office at the
time of his or her nomination or selection and (z) who is not an
"affiliate" or "associate" (as defined in Regulation 12B under the
Exchange Act) of any person who is the beneficial owner, directly or
indirectly, of securities representing 50% or more of the combined
voting power of the Company's outstanding securities then entitled
ordinarily to vote for the election of directors.
Notwithstanding anything to the contrary contained herein, in the
event that any portion of the Severance Payment received or to be
received by a Participant, together with any other payments received
by him or her, whether paid or payable pursuant to the terms of this
Plan or any other plan, arrangement or agreement with the Company or
any other person or entity, would not be deductible in whole or in
part by the Company in the calculation of its federal income tax by
reason of Section 280G of the Internal Revenue Code or would cause,
either directly or indirectly, an "excess parachute payment" to exist
within the meaning of said Section 280G, the Severance Payment payable
shall be reduced until no portion of the Severance Payment would fail
to be deductible by reason of being an "excess parachute payment." In
the event that any dispute arises as to whether an "excess parachute
payment" exists, the appropriate calculations shall be made by the
Company's regularly employed independent public auditors and delivered
to the Participant in writing within 30 days following the date for
payment of the Severance Payment, and the Company will warrant to the
Participant the accuracy of the calculations and the information on
which they are based.
4. DEFINITION OF "WITHOUT CAUSE." Termination of the
Participant's employ by the Company following a "change in control"
for any reason other than one of the following shall be deemed to be
termination "without cause": (i) continued neglect of duties for
which he or she was employed after receipt of written notice thereof
from the Board of Directors or its Compensation Committee or from the
President of the Company, (ii) continued insubordination after receipt
of a written warning with respect thereto, (iii) misconduct involving
moral turpitude in the performance of duties for which employed,
including, without limitation, the commission of fraud,
misappropriation or embezzlement by the Participant, (iv) the
Participant's being accused of committing any felony for which he or
she is indicted, or (v) disability of the Participant, whether mental
or physical, which renders him or her substantially unable to render
the services for which he or she is employed for more than 90 days (in
which event the Participant shall be entitled to the benefits of any
applicable employee benefit plan).
5. CHANGE IN POSITION OR EMPLOYMENT CONDITIONS. The Participant
shall be deemed to have had a "change in position or employment
conditions" upon the occurrence, following a "change in control" of
the Company, of any one of the following events: (a) his or her
authority and/or responsibility are substantially reduced, without his
or her consent, below that in existence immediately prior to the
"change in control," (b) the Participant is required to change his or
her residence or principal place of business from Greensboro, North
Carolina, or such other location as shall be his or her residence or
principal place of business immediately prior to the "change in
control," or (c) the travel obligations of the Participant on behalf
of the Company are, without his or her consent, increased materially
above those in effect immediately prior to the "change in control."
6. COVENANTS NOT TO COMPETE. Participation in the Plan is
conditioned upon the Participant's agreement, which agreement shall be
confirmed by his or her entering into the Severance Agreement that
during the term of his or her employment with the Company and for a
period of one year following the termination of such employment:
(a) He or she will not, directly or indirectly, own any
interest in, manage, operate, control, be employed by, render
consulting or advisory services to, or participate in or be
connected with the management or control of any business that
is then engaged in the operation of a cellular telephone system
(or any competitive communication system then operated by the
Company) in competition with the Company in the Territory;
(b) He or she will not, directly or indirectly, influence or
attempt to influence any customer of the Company to discontinue
its use of the Company's services or to divert such business to
any other person, firm or corporation;
(c) He or she will not, directly or indirectly, interfere
with, disrupt or attempt to disrupt the relationship, contractual
or otherwise, between the Company and any of its respective
suppliers, principals, distributors, lessors or licensors; and
(d) He or she will not, directly or indirectly, solicit any
employee of the Company, whose base annual salary at the time of
the Participant's termination was $30,000 or more, to work for any
person, firm or corporation.
The purposes of this Section 6, the "Territory" shall mean any
geographic area in which the Company is operating a cellular telephone
system immediately prior to a "change in control".
7. DEFINITION OF "COMPANY." For purposes of this Plan, the term
"Company" shall be deemed to include Vanguard Cellular Systems, Inc.
and all of its wholly owned subsidiaries and their respective
successors and assigns.
8. EMPLOYMENT RIGHTS. Neither the adoption of this Plan nor the
execution by the Company of a Severance Agreement shall be deemed to
confer upon any Participant the right to continued employment with the
Company or to interfere in any way with the right of the Company to
terminate the employment of any employee at any time.
9. BINDING EFFECT. This Plan shall be binding upon and enure to
the benefit of the Company and its successors and assigns, including
any company with which the Company shall merge or to which the Company
shall transfer all or substantially all of its assets.
10. AMENDMENT OR TERMINATION. This Plan may be amended or
terminated at any time by the Board of Directors of the Company,
provided, however, that no amendment or termination shall adversely
affect the rights of any Participant who shall have entered into a
Severance Agreement prior to the time of such amendment or termination
without his or her written consent.