EXHIBIT
10.27


 


TDS
TELECOMMUNICATIONS CORPORATION


 


GUIDELINES
FOR THE DETERMINATION OF ANNUAL BONUS


FOR
PRESIDENT AND CHIEF EXECUTIVE OFFICER


(As
Amended and Restated Effective for Performance Years Commencing


On or
After January 1, 2009)


 


I.                PURPOSE


 


·                        To provide incentive for the President and Chief
Executive Officer (the “President”) of TDS Telecommunications Corporation (the “Company”)
to extend his best efforts toward achieving superior results with respect to
Company performance;


·                        To reward the President in relation to his success in
meeting and exceeding performance targets and otherwise contributing to the
success of the Company; and


·                        To help the Company retain the President, a talented
leader in a position of critical importance to the success of the Company.


 


II.           BONUS AMOUNT


 


The Chairman of the
Company (the “Chairman”) and the Compensation Committee of the Board of
Directors of the Company’s parent, Telephone and Data Systems, Inc. (the “Committee”)
in their sole discretion determine whether an annual bonus will be payable to
the President for a performance year and, if so, the amount of such bonus.  Factors that may be considered by the
Chairman and Committee in making such determination include the following:


 


·                        the level of achievement of the Company, on a
short-term and long-term basis, measured against performance objectives and
compared with that of peer companies;


·                        the President’s individual performance, on a
short-term and long-term basis, with respect to his leadership of the Company,
the development and maintenance of effective working relationships across the
enterprise, his stated personal objectives and his other duties and
responsibilities;


·                        the total cash compensation paid to chief executive
officers of peer companies, including those which are divisions or subsidiaries
of parent companies; and


·                        other factors that the Chairman and Committee in the
exercise of their judgment and discretion determine relevant.


 


No single factor shall be
determinative and no factor shall be applied mechanically to calculate any
portion of the President’s bonus.  The
entire amount of the bonus is discretionary. 
The President shall have no right or expectation with respect to any
bonus and no bonus shall vest until the date the bonus is paid.  To the extent and only to the extent that any
bonus is paid for a performance year, such bonus shall be deemed to have been
earned on December 31 of that performance year.


 


III.      BONUS PAYMENT


 


Any bonus awarded with
respect to a performance year shall be paid during the period commencing on the
January 1 immediately following the performance year and ending on the March 15
immediately following the performance year. 
Notwithstanding the foregoing, in the event that payment by such March 15th is
administratively impracticable and such impracticability was unforeseeable (in
each case, such that the payment continues to qualify as a “short-term deferral”
within the meaning of section 409A of the Internal Revenue Code), payment will
be made as soon as administratively practicable after such March 15th, but in no event later than the December 31
immediately following the performance year. 
Payment will be in the form of a lump sum.


 


Notwithstanding any
provision of these guidelines to the contrary, the President does not have a
legally binding right to a bonus unless and until the bonus amount, if any, is
paid.


 


IV.  AMENDMENT
AUTHORITY


 


The Chairman and
Committee reserve the right to amend the guidelines set forth herein at any
time for any reason.


 


APPROVED by the CHAIRMAN
of TDS TELECOMMUNICATIONS CORPORATION and the TELEPHONE AND DATA SYSTEMS, INC.
COMPENSATION COMMITTEE on this
                    
day of                                     ,
2009.


 


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  Chairman of TDS Telecommunications
  Corporation:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LeRoy T.
  Carlson, Jr.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Telephone and Data
  Systems, Inc. Compensation Committee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  George W. Off

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Christopher D. O’Leary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Herbert S. Wander

  	
   

  



 


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