Exhibit 10.28


 


EXECUTIVE
DEFERRED COMPENSATION


AGREEMENT


 


THIS
AGREEMENT,
entered into this the first day of January,
        , by and between
                                  ,
(hereinafter referred to as “Executive”) and TDS Telecommunications Corporation,
(hereinafter referred to as “Company”), a Delaware corporation, located at 525
Junction Road, Madison, WI, 53717.


 


W I T N E S S E T H:


 


WHEREAS, the Executive is now and will in the
future be rendering valuable services to the Company, and the Company desires
to assure the continued loyalty, service and counsel of the Executive; and


 


WHEREAS, the Executive desires to defer a
portion of his or her salary until retirement, resignation, disability or
death, or to a specific date greater than one year from the date of this
agreement.


 


NOW,
THEREFORE, in
consideration of the covenants and agreements herein set forth, and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto covenant and agree as follows:


 


1.                                       Deferred Compensation Agreement. 
The Company agrees to establish and maintain a book reserve (the “Deferred
Compensation Account”) for the purpose of measuring the amount of deferred
compensation payable under this Agreement. Credits shall be made to the
Deferred Compensation Account as follows:


 


(a)                                  On each issuance of the Executive’s
biweekly payroll check, during the Executive’s continued active employment with
the Company, there shall be deducted an amount equivalent to              
percent of the Executive’s gross compensation for the pay period which will be
credited to the Deferred Compensation Account. 
The first deduction will occur on the Executive’s biweekly payroll check
dated January 14,
          .


 


(b)                                 Commencing on January 31,
          , and on
the last day of each month thereafter during the Executive’s continued
employment with the Company, there shall be credited to the Deferred
Compensation Account (before any amount is credited for the month then ending
pursuant to paragraph 1(a), interest compounded monthly computed at a rate
equal to one-twelfth (1/12) of the average thirty (30) year Treasury Bond rate
of interest (as published in the Wall Street Journal for the last day of the
preceding month) plus 1.25 percentage points. Semi-annual reports which specify
the amount credited to the Executive’s Deferred Compensation Account during the
previous period (amount deferred plus interest) and the then current balance,
shall be provided to the Executive.


 


(c)                                  The Deferred Compensation percentage
elected in section 1(a) shall be deducted and credited to the Deferred
Compensation Account for all compensation paid to the Executive, including
bonus and retroactive pay increases.


 


(d)                                 The Executive may terminate participation
in the Agreement with respect to the deferral of future compensation at any
time. In the event the Executive elects to make such a discontinuance, he or
she shall remain eligible to receive the benefits under Section 2 with
respect to amounts already deferred. Previously deferred amounts are not
payable until retirement, resignation, disability or death. After a
discontinuance, Executive may not again elect to participate with respect to
future deferrals until a subsequent calendar year.


 


(e)                                  The Deferred Compensation percentage
selected in 1(a) shall be in effect for the entire calendar plan year
unless participation is terminated.  The
Executive may not elect to change the percentage until a new plan year
commences.


 


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2.             Payment
of Deferred Compensation.


 


(a)                                  In the event the Executive terminates
his/her employment for whatever reason, the Company must compute the “Ending
Balance” in the Deferred Compensation Account. 
This Ending Balance shall include all deferrals and interest as of the
last day of the preceding month, and any deferrals made in the current
month.  Payment of deferred compensation
under this event will be in accordance with the Executive’s payment method
election in paragraph 2(e).


 


(b)                                 The Executive must elect the payment
method for receiving his/her Ending Balance either in a lump sum or in an
indicated number of installments. This determination must be made at the time
of execution of the agreement in Section 2(e) and will apply to all
deferrals.  Any amendment changing the
installment method of payment must be made at least one (1) year prior to
the termination of employment to be considered effective.


 


(c)                                  In the event the Executive chooses the
installment option, the Executive must inform the Company of the number of
installments he or she wishes to receive. The installments will be paid
quarterly (not to exceed 20 quarters) commencing with the fifteenth day of the
quarter following the quarter in which the Executive’s service with the Company
terminates. Installments will then be paid on the fifteenth day of each
succeeding calendar quarter until the Ending Balance and all accrued interest,
which includes interest earned during the installment period, has been paid. If
the Executive chooses the lump sum option, such sum must be paid within
forty-five (45) days after the Executive’s service with the Company terminates.


 


(d)                                 If the Executive dies prior to the total
distribution of the Ending Balance, the Company shall pay an amount equal to
the then current balance including accrued interest in the Deferred
Compensation Account, in a lump sum within forty-five (45) days following the
Executive’s death to the Executive’s Designated Beneficiary (as hereinafter
defined). However, if the Executive is married at the time of death, the
Executive may designate (at the time of entering this Agreement or upon a
subsequent marriage) that the payments specified in 2(c) shall continue to
the spouse. If such spouse dies before all payments are made, the procedures in
3(a) and 3(b) shall apply.


 


(e)           Payment of Deferred Compensation Election
(choose one option):


 


i)                                                                                   Lump
sum distribution; or


 


ii)                                                                                Installment
method. The amount of each installment shall be equal to one-                        
(cannot be less than one-twentieth) of the Ending Balance plus accrued interest
compounded monthly for the preceding calendar quarter.


 


If the Executive does not
fully complete the blanks shown in paragraph 2(e), Executive will receive the
lump sum option.


 


(f)            The Executive must elect the deferral
date for receiving his/her Ending Balance. 
This date is to be either retirement, or a specific date greater than
one year from the date of this agreement. 
This determination must be made at the time of execution of the
agreement in Section 2(g) and will apply to all deferrals.


 


(g)           Election of Deferral Date (choose one
option):


 


i)                                                        Retirement;
or


 


ii)                                                       Specific
Date:                                (must
be


greater than one year
from the date of this agreement)


 


If the executive does not
fully complete the blanks shown in paragraph 2(g), Executive will receive the
retirement deferral option.


 


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(h)                                 If for any reason, all or any portion of
an Executive’s balance under this                                 
plan becomes taxable to the Executive prior to receipt, an Executive may make a
request to the Company for a distribution of that portion of his or her balance
that has become taxable.  In the event
the Company approves the payment of withdrawal, such payment shall be made by
the Company to the Executive in a lump sum within 45 days after approval of
such a request.


 


3.             Designation
of Beneficiaries.


 


(a)                                  The Executive may designate a beneficiary
to receive any amount payable pursuant to paragraph 2(d) (the “Designated
Beneficiary”) by executing or filing with the Company during his/her lifetime,
a Beneficiary Designation in the form attached hereto. The Executive may change
or revoke any such designation by executing and filing with the Company during
his/her lifetime a new Beneficiary Designation. 
If the Executive is married and names someone other than his/her spouse
(e.g., child) as beneficiary, the spouse must consent by signing the designated
area of the Beneficiary Designation form in the presence of a Notary Public.


 


(b)                                 If any Designated Beneficiary predeceases
the Executive, or if any corporation, partnership, trust or other entity which
is a Designated Beneficiary is terminated, dissolved, becomes insolvent, is
adjudicated bankrupt prior to the date of the Executive’s death, or if the
Executive fails to designate a beneficiary, then the following persons in the
order set forth below shall receive the entire amount specified in paragraph 2(c) above,
which the previous Designated Beneficiary would have been entitled to receive:


 


i)                                         Executive’s spouse, if living; otherwise


ii)                                      Executive’s then living descendants, per
stirpes; and otherwise;


iii)                                   Executive’s estate


 


4.                                       Miscellaneous.


 


(a)                                  The right of the Executive or any other
person to any payment of benefits under this Agreement may not be assigned,
transferred, pledged or encumbered.


 


(b)                                 If the Company finds that any person to
whom any amount is payable under this Agreement is unable to care for his/her
affairs because of illness or accident, or is under any legal disability  which prevents the Executive  from caring for his or her affairs,
any payment due (unless a prior claim therefor shall have been made by a duly
appointed guardian, committee or other legal representative) may be made to the
spouse, a child, a parent, or a brother or sister of such person, or to any
party deemed by the Company to have incurred expenses for such person otherwise
entitled to payment, in such manner and proportions as the Company may
determine. Any such lump sum payment, as discussed in 2(d), shall be a complete
discharge of the liability of the Company under this Agreement for such
payment.


 


(c)                                  This Agreement shall be construed in
accordance with and governed by the laws of the State of Wisconsin.


 


(d)                                 The Executive is a general unsecured
creditor of the Company with regard to the deferred compensation amounts to
which this Agreement pertains and no assets will be set aside to secure payment
of any amounts due under this Agreement.


 


(e)                                  The deferred amounts under this Agreement
are unfunded for tax and ERISA purposes.


 


(f)                                    The Company must deduct from all payments
made hereunder all applicable federal or state taxes required to be withheld
from such payments.


 


(g)                                 This Agreement contains the entire
understanding of the Company and the Executive with respect to the subject
matter hereof.


 


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(8)                                  In the event any provision of this
Agreement is held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Agreement, and the
Agreement must be construed and enforced as if the illegal or invalid provision
had not been included.


 


(i)                                     The Company may, at its sole discretion,
amend or terminate the Plan at any time.


 


IN
WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above written.


 


	
   

  	
   

  	
  TDS TELECOMMUNICATIONS
  CORPORATION

  
	
   

  	
   

  	
  (“COMPANY”):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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