Exhibit
10.1


 


Execution
Version


 


TDS INVESTOR (CAYMAN) L.P.


 


Fourth Amended and Restated
2006 Interest Plan


 


SECTION 1.   Purpose.  The purposes of this TDS Investor L.P. Fourth
Amended and Restated 2006 Interest Plan (this “Plan”)
are to promote the interests of TDS Investor L.P. (the “Company”) and its partners by (i) attracting
and retaining exceptional officers and other employees, non-employee directors
and consultants of the Company and its Subsidiaries and (ii) enabling such
individuals to acquire an equity interest in and participate in the long-term
growth and financial success of the Company.


 


SECTION 2.   Definitions.  Capitalized terms used in this Plan but not
expressly defined in this Plan shall have the respective meanings ascribed such
terms in the Partnership Agreement (as defined below).  As used in this Plan, the following terms
shall have the meanings set forth below:


 


“Award” shall mean the grant of the right to purchase
and/or acquire Restricted Equity Units or Class A-2 Interests.


 


“Award Agreement” shall mean any written agreement, contract,
or other instrument or document (which may include provisions of an employment
agreement to which the Company is a party) evidencing any Award granted
hereunder.


 


“Company” has the meaning specified in the Section 1
hereof.


 


“Effective Date” shall mean October 13, 2006, which is
the date on which this Plan was initially adopted by the Board.


 


“Participant” shall mean any officer or other employee,
non-employee director or consultant of the Company or its Subsidiaries eligible
for an Award under Section 4 and selected by the Board to receive an Award
under this Plan.


 


“Partnership Agreement” shall mean the Amended and
Restated Agreement of Exempted Limited Partnership, dated as of October 13,
2006, as amended, modified or supplemented from time to time.


 


“Plan” has the meaning specified in the Section 1
hereof.


 


“Subsidiary” shall mean (i) any entity that, directly or
indirectly, is controlled by the Company and (ii) any entity in which the
Company has a significant equity interest, in either case as determined by the
Board; provided, however, that for purposes of Section 409A of the
Internal Revenue Code of 1986, as amended, the definition of “Subsidiary” shall
be construed in a manner consistent with such Section 409A so as to avoid
the imposition of any additional tax under such section.


 

















 


“Stock Incentive Plan” means the 2006 TDS Investor
3 Ltd. Stock Incentive Plan to be adopted by TDS Investor 3 Ltd.


 


SECTION 3.   Interests Subject to this Plan.  The total number of Interests that may be
issued pursuant to Awards under this Plan is 154,753,539, allocated among the
classes of Interests as follows:


 


(a)           39,582,103 purchased or granted Class A-2
Interests (other than pursuant to Restricted Equity Units, but including all Class A-2
Interests issued in exchange for the redemption of previously granted Awards of
Class B Interests, Class B-1 Interests, Class C Interests, Class C-1
Interests and Class D Interests of the Partnership); and


 


(b)           115,171,436 Class A-2 Interests
pursuant to Restricted Equity Units.


 


Interests which are subject to Awards
which terminate or lapse without any payment in respect thereof may be granted
again under this Plan.  Notwithstanding
anything to the contrary in this Section 3, the number of Interests that
may be issued under this Plan shall be reduced on a one-for-one basis in
respect of each share subject to a stock-based award made under the Stock
Incentive Plan.


 


SECTION 4.   Administration.


 


(a)           This Plan shall be administered by
the Board.  Subject to the terms of this
Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Board by this Plan, the Board shall have full
power and authority to: (i) designate Participants; (ii) determine
the number and/or class of Interests to be covered by an Award; (iii) determine
the terms and conditions of any Award; (iv) determine whether, to what
extent, and under what circumstances Awards may be settled, exercised,
canceled, forfeited, or suspended; (v) interpret, administer, reconcile
any inconsistency, correct any default and/or supply any omission in this Plan
and any instrument or agreement relating to an Award made under this Plan; (vi) establish,
amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of this Plan;
and (vii) make any other determination and take any other action that the
Board deems necessary or desirable for the administration of this Plan.


 


(b)           All designations, determinations,
interpretations, and other decisions under or with respect to this Plan or any
Award shall be within the sole discretion of the Board, may be made at any time
and shall be final, conclusive, and binding upon all persons, including the
Company, any Subsidiary, any Participant, any holder or beneficiary of any
Award, and any member of the Company.


 


SECTION 5.   Eligibility.  Any officer or other employee, non-employee
director or consultant to the Company or any of its Subsidiaries (including any
prospective officer, employee, non-employee director or consultant) shall be
eligible to be designated a Participant.


 


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SECTION 6.   Awards.


 


(a)           Grant.  Subject to the provisions of this Plan, the
Board shall have sole and complete authority to determine the Participants to
whom Awards shall be granted, the purchase price, if any, of an Award, the
number and class or classes of Interests to be covered by each Award and
the conditions and restrictions applicable to the Award.


 


(b)           Subject to Partnership
Agreement/Securityholders Agreement. 
As a condition to the grant of an Award, the Participant will be
required to become a party to an award agreement (the “Award Agreement”) and, upon receipt of
Interests, the Partnership Agreement. 
All Awards granted hereunder and acquired Interests will be held subject
to the terms and conditions of the Partnership Agreement and the Award
Agreement.


 


(c)           Adjustments.  Notwithstanding any other provisions in the
Partnership Agreement to the contrary, in the event of any change in the
outstanding Interests after the Effective Date by reason of any equity dividend
or split, reorganization, recapitalization, merger, consolidation, spin-off,
combination, combination or transaction or exchange of Interests or other
corporate exchange, or any distribution to Partners of equity or cash (other
than regular cash distributions) or any transaction similar to the foregoing
(regardless of whether outstanding Interests are changed), the Board in its
sole discretion and without liability to any Person shall make such
substitution or adjustment, if any, as it deems to be equitable, as to (i) the
number or kind of Interests or other securities issued or reserved for issuance
in respect of Restricted Equity Units, (ii) the vesting terms under any
Award Agreement, (iii) the distribution priorities contained in the
Partnership Agreement and/or (iv) any other affected terms of any Award.


 


SECTION 7.   Amendment and Termination.


 


(a)           Amendments to this Plan.  The Board may amend, alter, suspend,
discontinue, or terminate this Plan or any portion thereof at any time; provided
that any such amendment, alteration, suspension, discontinuance, or termination
that would be reasonably expected to have a material adverse effect on the
rights of any Participant or other holder of an Award theretofore granted shall
not to that extent be effective without the consent of the affected
Participant.


 


(b)           Amendments to Awards.  The Board may waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or terminate,
any Award theretofore granted, prospectively or retroactively; provided that
any such waiver, amendment, alteration, suspension, discontinuance,
cancellation or termination not expressly contemplated by this Plan that would
be reasonably expected to have a material adverse effect on the rights of any
outstanding Award shall not effective without the consent of the affected
Participant.


 


SECTION 8.   General Provisions.


 


(a)           No Rights to Awards.  No person shall have any claim to be granted
any Award, and there is no obligation for uniformity of treatment of
Participants or beneficiaries of Awards. 
The terms and conditions of Awards and the Board’s determinations and
interpretations 


 


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with respect thereto need not be
the same with respect to each Participant (whether or not such Participants are
similarly situated).


 


(b)           Certificates.  All certificates, if any, evidencing
Interests or other securities of the Company or any Subsidiary delivered under
this Plan shall be subject to such stop transfer orders and other restrictions
as the Board may deem advisable under this Plan or the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock
exchange upon which such securities are then listed, and any applicable Federal
or state laws, and the Board may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.


 


(c)           Withholding.  A Participant may be required to pay to the
Company or any Subsidiary and the Company or any Subsidiary shall have the
right and is hereby authorized to withhold from any payment due or transfer
made under any Award or under this Plan or from any compensation or other
amount owing to a Participant the amount (in cash, securities, or other
property) of any applicable withholding taxes in respect of an Award or any
payment or transfer under an Award or under this Plan and to take such other
action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes.


 


(d)           No Right to Employment.  The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of, or in any
consulting relationship with, the Company or any Subsidiary.  Further, the Company or a Subsidiary may at
any time dismiss a Participant from employment or discontinue any consulting
relationship, free from any liability or any claim under this Plan, unless
otherwise expressly provided in this Plan or in any Award Agreement.


 


(e)           Governing Law.  The validity, construction, and effect of
this Plan shall be determined in accordance with the laws of the State of New
York applicable to contracts made and to be performed therein.


 


(f)            Severability.  If any provision of this Plan or any Award is
or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any person or Award, or would disqualify this Plan or any
Award under any law deemed applicable by the Board, such provision shall be
construed or deemed amended to conform the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Board,
materially altering the intent of this Plan or the Award, such provision shall
be stricken as to such jurisdiction, person or Award and the remainder of this
Plan and any such Award shall remain in full force and effect.


 


SECTION 9.   Term of this Plan.


 


(a)           Effective Date.  This Plan shall be effective as of the
Effective Date.


 


(b)           Expiration Date.  No Award shall be granted under this Plan
after the tenth anniversary of the Effective Date.  Unless otherwise expressly provided in this
Plan or in an applicable Award Agreement, any Award granted hereunder may, and
the authority of the Board 


 


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to amend, alter, adjust,
suspend, discontinue, or terminate any such Award or to waive any conditions or
rights under any such Award shall, continue after such date.


 


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