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And they'll be rewarded handsomely for doing so, it turns out.
D&E's top five executives will get bonuses ranging from $71,000 to $275,000 for staying until the sale to Windstream Corp. is consummated.
The extra payments were disclosed in a D&E filing Thursday with the Securities & Exchange Commission.
D&E has agreed to be sold to Windstream, based in Little Rock, Ark., for $330 million in cash, stock and assumed debt.
The sale is expected to be finalized later this year.
But the Thursday filing shows that they'll also get hefty bonuses for remaining with D&E until the deal is done, or shortly thereafter.
A Transaction Award Program covers James W. Morozzi, D&E's president and chief executive officer; Thomas E. Morell, chief financial officer; and Albert H. Kramer, senior vice president.
Morozzi will get up to $275,000, Morell up to $250,000, and Kramer up to $210,000, according to the filing.
To get the award, the executives must not voluntarily resign or be fired with cause before the sale is completed. They also must provide "full and complete cooperation and support" to the transaction.
A similar bonus initiative, the Transition Award Program, covers vice presidents Stuart L. Kirkwood and Leonard J. Beurer, plus an unspecified number of other "designated key employees."
Kirkwood and Beurer each will get $71,000 if they fulfill the program requirements.
These include staying on the job for 30 days after the deal is completed and until Windstream's billing system is implemented for D&E customers.
The transition and transaction awards aren't the only extra payments on the horizon for the D&E executives.
These awards could be followed by the "golden parachutes," garnering the five executives an additional six figures of cash apiece.
The "golden parachutes" could be worth as much as $956,000 for Morozzi, $540,000 for Morell, $345,000 for Kramer, $182,000 for Kirkwood and $166,000 for Beurer.
D&E itself has a large motive to make the deal a reality. If it breaks off the acquisition, it will owe Windstream a termination fee of $5.5 million, according to the Thursday filing.
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