EXHIBIT 10.2


TELEPHONE
AND DATA SYSTEMS, INC.


2011
LONG-TERM INCENTIVE PLAN


<<YEAR>>
RESTRICTED STOCK UNIT AWARD AGREEMENT


 


Telephone and Data Systems, Inc., a Delaware
corporation (the “Company”), hereby grants to «FNAME» «LNAME» (the “Employee”) as of <<DATE>> (the
“Grant Date”), pursuant to the provisions of the Telephone and Data Systems,
Inc. 2011 Long-Term Incentive Plan, as amended (the “Plan”), a Restricted Stock
Unit Award (the “Award”) with respect to «RSO» shares of Common Stock, upon and subject to the
restrictions, terms and conditions set forth below.  Capitalized terms not
defined herein shall have the meanings specified in the Plan.


1.             Award Subject to
Acceptance. 


The Award shall become null and void unless the
Employee accepts this Award Agreement by executing it in the space provided at
the end hereof and returning it to the Vice President-Human Resources of the
Company.


2.             Restriction
Period and Forfeiture. 


(a)  In General.  Except as otherwise provided
in this Award Agreement, the Award shall become nonforfeitable and the
Restriction Period with respect to the Award shall terminate on the third
annual anniversary of the Grant Date (the “Release Date”), provided that the
Employee remains continuously employed by the Employers and Affiliates until
the Release Date.  Within sixty (60) days following the Release Date, the
Company shall issue to the Employee in a single payment the shares of Common
Stock subject to the Award on the Release Date. 


(b)  Death.  If the Employee has a Separation
from Service prior to the Release Date by reason of death, then on the date of
the Employee’s death the Award shall become nonforfeitable and the Restriction
Period with respect to the Award shall terminate.  Within sixty (60) days
following the date of the Employee’s death, the Company shall issue to the
Employee’s designated beneficiary in a single payment the shares of Common
Stock subject to the Award. 






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(c)  Disability.  If the
Employee has a Separation from Service prior to the Release Date by reason of
Disability, then on the date of the Employee’s Separation from Service the
Award shall become nonforfeitable and the Restriction Period with respect to
the Award shall terminate.  The Company shall issue the shares of Common Stock
subject to the Award in a single payment within sixty (60) days following the
date of the Employee’s Separation from Service; provided, however,
that if the Award is subject to section 409A of the
Code, and if the Employee is a Specified Employee as of the date of his or her
Separation from Service, then such payment shall be delayed until and made
during the seventh calendar month following the calendar month during which the
Employee’s Separation from Service occurs (or, if earlier, the calendar month
following the calendar month of the Employee’s death).  For purposes of this
Award Agreement, “Disability” shall mean a total physical disability
which, in the Committee’s judgment, prevents an Employee from performing
substantially such Employee’s employment duties and responsibilities for a
continuous period of at least six months.


(d)  Retirement at or after
Attainment of Age 66.  If the Employee has a Separation from Service on or
after January 1, <<YEAR FOLLOWING YEAR OF GRANT>> but prior to the
Release Date by reason of retirement at or after attainment of age 66, then on
the date of the Employee’s Separation from Service the Award shall become
nonforfeitable and the Restriction Period with respect to the Award shall
terminate.  The Company shall issue the shares of Common Stock subject to the
Award in a single payment within sixty (60) days following the date of the
Employee’s Separation from Service; provided, however, that if the Award is subject to section 409A of the Code, and if
the Employee is a Specified Employee as of the date of his or her Separation
from Service, then such payment shall be delayed until and made during the
seventh calendar month following the calendar month during which the Employee’s
Separation from Service occurs (or, if earlier, the calendar month following
the calendar month of the Employee’s death).  If the Employee has a
Separation from Service prior to January 1, <<YEAR FOLLOWING YEAR OF
GRANT>> by reason of retirement at or after attainment of age 66, then on
the date of the Employee’s Separation from Service the Award shall be forfeited
and shall be canceled by the Company.


(e)  Other Separation from Service.  If the
Employee has a Separation from Service prior to the Release Date for any reason
other than death, Disability or retirement at or after attainment of age 66
(including if the Employee has a Separation from Service prior to the Release
Date by reason of the Employee’s negligence or willful misconduct, in each case
as determined by the Company in its sole discretion, irrespective of whether
such separation occurs on or after the Employee attains age 66), then on the
date of the Employee’s Separation from Service the Award shall be forfeited and
shall be canceled by the Company. 


(f)  Forfeiture of Award and Award Gain upon
Competition, Misappropriation, Solicitation or Disparagement. 
Notwithstanding any other provision herein, if the Employee engages in (i)
Competition (as defined in this Section 2(f) below), (ii) Misappropriation (as
defined in this Section 2(f) below), (iii) Solicitation (as defined in this
Section 2(f) below), or (iv) Disparagement (as defined in this Section 2(f)
below), in each case as determined by the Company in its sole discretion, then
(i) on the date of such 




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Competition, Misappropriation,
Solicitation or Disparagement, the Award immediately shall be forfeited and
shall be cancelled by the Company and (ii) in the event that the Award became
nonforfeitable within the twelve months immediately preceding such Competition,
Misappropriation, Solicitation or Disparagement, the Employee shall pay the Company,
within five business days of receipt by the Employee of a written demand
therefore, an amount in cash determined by multiplying the number of shares of
Common Stock subject to the Award (without reduction for any shares of Common
Stock delivered by the Employee or withheld by the Company pursuant to Section
4.3) by the Fair Market Value of a share of Common Stock on the date that the
Award became nonforfeitable.  The Employee acknowledges and agrees that the
Award, by encouraging stock ownership and thereby increasing an employee’s
proprietary interest in the Company’s success, is intended as an incentive to
participating employees to remain in the employ of the Employers or an
Affiliate.  The Employee acknowledges and agrees that this Section 2(f) is
therefore fair and reasonable, and not a penalty. 


The Employee may be released from the Employee’s
obligations under this Section 2(f) only if and to the extent the Committee
determines in its sole discretion that such release is in the best interests of
the Company. 


The Employee agrees that by executing this Award
Agreement the Employee authorizes the Employers and any Affiliate to deduct any
amount owed by the Employee pursuant to this Section 2(f) from any amount
payable by the Employers or any Affiliate to the Employee, including, without
limitation, any amount payable to the Employee as salary, wages, vacation pay
or bonus.  The Employee further agrees to execute any documents at the time of
setoff required by the Employers and any Affiliate in order to effectuate the
setoff.  Should the Employee fail to do so and the Employers and/or any
Affiliate institute a legal action against the Employee to recover the amounts
due, the Employee agrees to reimburse the Employers and/or any Affiliate for
their reasonable attorneys’ fees and litigation costs incurred in recovering
such amounts from the Employee.  This right of setoff shall not be an exclusive
remedy and an Employer’s or an Affiliate’s election not to exercise this right
of setoff with respect to any amount payable to the Employee shall not
constitute a waiver of this right of setoff with respect to any other amount
payable to the Employee or any other remedy.






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For purposes of this Award Agreement,
“Competition” shall mean that the Employee, directly or indirectly,
individually or in conjunction with any Person, during the Employee’s
employment with the Employers and the Affiliates and for the twelve months
after the termination of that employment for any reason, other than on any
Employer’s or Affiliate’s behalf (i) has contact with any customer of an
Employer or Affiliate or with any prospective customer which has been contacted
or solicited by or on behalf of an Employer or Affiliate for the purpose of
soliciting or selling to such customer or prospective customer the same or a
similar (such that it could substitute for) product or service provided by an
Employer or Affiliate during the Employee’s employment with the Employers and
the Affiliates; or (ii) becomes employed in the business or engages in the
business of providing wireless, telephone or broadband products or services in
any county or county contiguous to a county in which an Employer or Affiliate
provided such products or services during the Employee’s employment with the
Employers and the Affiliates or had plans to do so within the twelve month
period immediately following the Employee’s termination of employment.  


For purposes of this Award Agreement,
“Misappropriation” shall mean that the Employee (i) uses Confidential
Information (as defined below) for the benefit of anyone other than the
Employers or an Affiliate, as the case may be, or discloses the Confidential
Information to anyone not authorized by the Employers or an Affiliate, as the
case may be, to receive such information; (ii) upon termination of employment,
makes any summaries of, takes any notes with respect to or memorizes any
Confidential Information or takes any Confidential Information or reproductions
thereof from the facilities of the Employers or an Affiliate or (iii) upon
termination of employment or upon the request of the Employers or an Affiliate,
fails to return all Confidential Information then in the Employee’s
possession.  “Confidential Information” shall mean any confidential and
proprietary drawings, reports, sales and training manuals, customer lists,
computer programs and other material embodying trade secrets or confidential
technical, business or financial information of the Employers or an Affiliate.


For purposes of this Award Agreement, “Solicitation”
shall mean that the Employee, directly or indirectly, individually or in
conjunction with any Person, during the Employee’s employment with the
Employers and the Affiliates and for the twelve months after the termination of
that employment for any reason, other than on any Employer’s or Affiliate’s
behalf, solicits, induces or encourages (or attempts to solicit, induce or
encourage) any individual away from any Employer’s or Affiliate’s employ or
from the faithful discharge of such individual’s contractual and fiduciary
obligations to serve the Employers’ and Affiliates’ interests with undivided
loyalty. 


For purposes of this Award Agreement, “Disparagement”
shall mean that the Employee has made a statement (whether oral, written or
electronic) to any Person other than to an officer of an Employer or an
Affiliate that disparages or demeans the Employers, any Affiliate, or any of
their respective owners, directors, officers, employees, products or services. 






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3.             Change in Control. 


(a)  In General.  Notwithstanding any provision
of the Plan or any other provision of this Award Agreement, in the event of a
Change in Control, the Board (as constituted prior to such Change in Control)
may in its discretion, but shall not be required to, make such adjustments to
the Award as it deems appropriate, including, without limitation:


(1)  causing the Award to become nonforfeitable in
whole or in part; and/or


(2)   to the extent permissible under section 409A of
the Code, causing the Restriction Period applicable to all or a portion of the
Award to lapse, and payment of the Award, or such portion thereof, to occur
within sixty (60) days following the occurrence of the Change in Control (the
“Change in Control Payment Period”); and/or 


(3)  substituting for some or all of the shares of
Common Stock subject to the Award, the number and class of shares into which
each outstanding share of Common Stock shall be converted pursuant to such
Change in Control; and/or 


(4)  to the extent permissible under section 409A of
the Code, requiring that the Award, in whole or in part, be surrendered to the
Company by the holder, and be immediately cancelled by the Company, and providing
for the holder to receive, within the Change in Control Payment Period, (i) a
cash payment in an amount equal to the number of shares of Common Stock then
subject to the portion of such Award surrendered, to the extent the Restriction
Period on the Award has lapsed or will lapse pursuant to this Section 3,
multiplied by the Fair Market Value of a share of Common Stock as of the date
of the Change in Control, (ii) shares of capital stock of the corporation
resulting from or succeeding to the business of the Company pursuant to such
Change in Control, or a parent corporation thereof, having a fair market value
not less than the amount determined under clause (i) above; or (iii) a
combination of the payment of cash pursuant to clause (i) above and the issuance
of shares pursuant to clause (ii) above.   


(b)  Definition of Change in Control.  For
purposes of the Plan and this Award Agreement, a “Change in Control” shall
mean: 






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(1)  the acquisition by any Person,
including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act, of beneficial ownership within the meaning of Rule 13(d)(3)
promulgated under the Exchange Act, of the then outstanding securities of the
Company (the “Outstanding Voting Securities”) (x) having sufficient voting
power of all classes of capital stock of the Company to elect at least 50% or
more of the members of the Board or (y) having 50% or more of the combined
voting power of the Outstanding Voting Securities entitled to vote generally on
matters (without regard to the election of directors), excluding, however, the
following:  (i) any acquisition directly from the Company or an Affiliate
(excluding any acquisition resulting from the exercise of an exercise,
conversion or exchange privilege, unless the security being so exercised,
converted or exchanged was acquired directly from the Company or an Affiliate),
(ii) any acquisition by the Company or an Affiliate, (iii) any acquisition by
an employee benefit plan (or related trust) sponsored or maintained by the
Company or an Affiliate, (iv) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection (3)
of this Section 3(b), or (v) any acquisition by the following Persons:  (A)
LeRoy T. Carlson or his spouse, (B) any child of LeRoy T. Carlson or the spouse
of any such child, (C) any grandchild of LeRoy T. Carlson, including any child
adopted by any child of LeRoy T. Carlson, or the spouse of any such grandchild,
(D) the estate of any of the Persons described in clauses (A)-(C), (E) any
trust or similar arrangement (including any acquisition on behalf of such trust
or similar arrangement by the trustees or similar Persons) provided that all of
the current beneficiaries of such trust or similar arrangement are Persons
described in clauses (A)-(C) or their lineal descendants, or (F) the voting
trust which expires on June 30, 2035, or any successor to such voting trust,
including the trustees of such voting trust on behalf of such voting trust (all
such Persons, collectively, the “Exempted Persons”); 


(2)  individuals who, as of July 29, 2011, constitute
the Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of such Board; provided that any individual who becomes a director of
the Company after July 29, 2011, whose election or nomination for election by
the Company's stockholders was approved by the vote of at least a majority of
the directors then comprising the Incumbent Board, shall be deemed a member of
the Incumbent Board; and provided further, that any individual who was
initially elected as a director of the Company as a result of an actual or
threatened solicitation by a Person other than the Board for the purpose of
opposing a solicitation by any other Person with respect to the election or
removal of directors, or any other actual or threatened solicitation of proxies
or consents by or on behalf of any Person other than the Board shall not be
deemed a member of the Incumbent Board;


(3)  consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a “Corporate Transaction”), excluding, however, a
Corporate Transaction pursuant to which (i) all or substantially all of the
Persons who are the beneficial owners of the Outstanding Voting Securities
immediately prior to such Corporate Transaction will beneficially own, directly
or indirectly, (x) sufficient voting power to elect at least a majority of the
members of the board of directors of the corporation resulting from the
Corporate Transaction and (y) more than 50% of the combined voting power of the
outstanding securities which are entitled to vote generally on matters (without
regard to the election of directors) 




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of the corporation
resulting from such Corporate Transaction (including in each of clauses (x) and
(y), without limitation, a corporation which as a result of such transaction
owns, either directly or indirectly, the Company or all or substantially all of
the Company's assets), in substantially the same proportions relative to each
other as the shares of Outstanding Voting Securities are owned immediately
prior to such Corporate Transaction, (ii) no Person (other than the following
Persons:  (v) the Company or an Affiliate, (w) any employee benefit plan (or
related trust) sponsored or maintained by the Company or an Affiliate, (x) the
corporation resulting from such Corporate Transaction, (y) the Exempted
Persons, and (z) any Person which beneficially owned, immediately prior to such
Corporate Transaction, directly or indirectly, 50% or more of the Outstanding
Voting Securities) will beneficially own, directly or indirectly, 50% or more
of the combined voting power of the outstanding securities of such corporation
entitled to vote generally on matters (without regard to the election of
directors) and (iii) individuals who were members of the Incumbent Board will
constitute at least a majority of the members of the board of directors of the
corporation resulting from such Corporate Transaction; or


(4)  approval by the stockholders of the Company of a
plan of complete liquidation or dissolution of the Company.  


4.             Additional Terms
and Conditions of Award. 


4.1.         Nontransferability of Award. 
Except to a beneficiary upon the Employee’s death (as designated on a form
prescribed by the Company or under the terms of the Plan), the Award may not be
sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise
disposed of (whether by operation of law or otherwise) or be subject to
execution, attachment or similar process.  Upon any attempt to so sell,
transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the
Award, the Award and all rights hereunder shall immediately become null and
void.


By accepting the Award, the Employee agrees that if
all beneficiaries designated on a beneficiary designation form prescribed by
the Company predecease the Employee or, in the case of corporations,
partnerships, trusts or other entities which are designated beneficiaries, are
terminated, dissolved, become insolvent or are adjudicated bankrupt prior to
the date of the Employee’s death, or if the Employee fails to properly
designate a beneficiary on a beneficiary designation form prescribed by the
Company, then the Employee hereby designates the following Persons in the order
set forth herein as the Employee’s beneficiary or beneficiaries: (i) the
Employee’s spouse, if living, or if none, (ii) the Employee’s then living
descendants, per stirpes, or if none, (iii) the Employee’s estate.


4.2.         Investment Representation.  The
Employee hereby represents and covenants that (a) any shares of Common
Stock acquired upon the lapse of restrictions with respect to the Award will be
acquired for investment and not with a view to the distribution thereof within
the meaning of the Securities Act of 1933, as amended (the “Securities Act”),
unless such acquisition has been registered under the Securities Act and any
applicable state securities laws; (b) any subsequent sale of any such
shares shall be made either pursuant to an effective registration statement
under the Securities Act and any applicable state securities laws, or pursuant
to an exemption from registration under the Securities Act and such state
securities laws; and (c) if requested by the Company, the Employee shall
submit a written statement, in a form satisfactory to the Company, to the
effect that such 




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representation is true and
correct as of the date of acquisition of any shares hereunder or is true and
correct as of the date of sale of any such shares, as applicable.  As a
condition precedent to the issuance or delivery to the Employee of any shares
subject to the Award, the Employee shall comply with all regulations and
requirements of any regulatory authority having control of or supervision over
the issuance or delivery of the shares and, in connection therewith, shall
execute any documents which the Committee shall in its sole discretion deem
necessary or advisable.


4.3.         Tax Withholding.  (a)  The
Employee timely shall pay to the Company such amount as the Company may be
required, under all applicable federal, state, local or other laws or
regulations, to withhold and pay over as income or other with­holding taxes
(the “Required Tax Payments”) with respect to the Award.  If the Employee shall
fail to timely advance the Required Tax Payments, the Company may, in its
discretion, deduct any Required Tax Payments from any amount then or thereafter
payable by the Company to the Employee.


(b)  The Employee may elect to satisfy his or her obligation
to advance the Required Tax Payments by any of the following means:  (1) a cash
payment to the Company, (2) delivery (either actual delivery or by attestation
procedures established by the Company) to the Company of previously-owned whole
shares of Common Stock, the Fair Market Value of which shall be determined as
of the date the obligation to withhold or pay taxes first arises in connection
with the Award (the “Tax Date”), (3) authorizing the Company to withhold whole
shares of Common Stock which would otherwise be delivered to the Employee
pursuant to the Award, the Fair Market Value of which shall be determined as of
the Tax Date or (4) any combination of (1), (2) and (3).  Shares of Common
Stock to be delivered or withheld may not have an aggregate Fair Market Value
in excess of the minimum amount of the Required Tax Payments.  Any fraction of
a share of Common Stock which would be required to pay the Required Tax
Payments shall be disregarded and the remaining amount due shall be paid in cash
by the Employee.  The Employee agrees that if by the pay period that
immediately follows the date that the Restriction Period with respect to the
Award terminates, no cash payment attributable to any such fractional share
shall have been received by the Company, then the Employee hereby authorizes
the Company to deduct such cash payment from any amount payable by the Company
or any Affiliate to the Employee, including without limitation any amount
payable to the Employee as salary or wages.  


In addition, the Employee hereby authorizes the
Company to deduct an amount equal to employment taxes owed prior to the date
that the Restriction Period with respect to the Award terminates, if any, from
any amount payable by the Company or any Affiliate to the Employee, including
without limitation any amount payable to the Employee as salary or wages.  The
Employee agrees that the authorizations set forth in this Section 4.3(b) may be
reauthorized via electronic means determined by the Company.  The Employee may
revoke these authorizations by written notice to the Company prior to any such
deduction.


4.4.         Award Confers No Rights as a
Stockholder.  The Employee shall not be entitled to any privileges of
ownership with respect to the shares of Common Stock subject to the Award
unless and until the restrictions on the Award lapse and the shares are
issued and the Employee becomes a stockholder of record with respect to such
shares.






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4.5.         Adjustment.  In
the event of any conversion, stock split, stock dividend, recapitalization,
reclassification, reorganization, merger, consolidation, spin-off, combination,
exchange of shares, liquidation or other similar change in capitalization or
event, or any distribution to holders of Common Stock other than a regular cash
dividend, the number and class of shares subject to the Award shall be
appropriately and equitably adjusted by the Committee.  Such adjustment shall
be final, binding and conclusive.  If such adjustment would result in a
fractional share being subject to the Award, the Company shall pay the holder,
on the date that the shares with respect to the Award are issued, an amount in
cash determined by multiplying (i) the fraction of such share (rounded to the
nearest hundredth) by (ii) the Fair Market Value of a share on the date that
the Restriction Period with respect to the Award terminates. 


4.6.         Compliance with Applicable Law. 
The Award is subject to the condition that if the listing, registration or
qualification of the shares of Common Stock subject to the Award upon any
securities exchange or under any law, the consent or approval of any
governmental body or the taking of any other action is necessary or desirable
as a condition of, or in connection with, the delivery of shares, such shares
will not be delivered unless such listing, registration, qualification,
consent, approval or other action shall have been effected or obtained, free of
any conditions not acceptable to the Company.  The Company agrees to use
reasonable efforts to effect or obtain any such listing, registration,
qualification, consent, approval or other action.


4.7.         Delivery of Shares.  On the date
of payment of the Award, the Company shall deliver or cause to be delivered to
the Employee the shares of Common Stock subject to the Award.  The holder of the
Award shall pay all original issue or transfer taxes and all fees and expenses
incident to such delivery, unless the Company in its discretion elects to make
such payment.


4.8.         Award Confers No Rights to Continued
Employment or Service.  In no event shall the granting of the Award or the
acceptance of this Award Agreement and the Award by the Employee give or be
deemed to give the Employee any right to continued employment by or service
with any Employer or any subsidiary or affiliate of an Employer. 


4.9.         Decisions of Committee.  The
Committee or its delegate shall have the right to resolve all questions which
may arise in connection with the Award.  Any interpretation, determina­tion or
other action made or taken by the Committee or its delegate regarding the Plan
or this Award Agreement shall be final, binding and conclusive.


4.10.       Company to Reserve Shares.  The
Company shall at all times prior to the cancellation of the Award reserve and
keep available, either in its treasury or out of its authorized but unissued
shares of Common Stock, the full number of shares subject to the Award from
time to time.


4.11.       Award Agreement Subject to the Plan. 
This Award Agreement is subject to the provisions of the Plan, as it may be
amended from time to time, and shall be interpreted in accordance therewith. 
The Employee hereby acknowledges receipt of a copy of the Plan.  






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4.12.       Award Subject to
Clawback.  The Award and any shares of Common Stock delivered pursuant to
the Award are subject to forfeiture, recovery by the Company or other action
pursuant to any clawback or recoupment policy which the Company may adopt from
time to time, including without limitation any such policy which the Company
may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer
Protection Act and implementing rules and regulations thereunder, or as
otherwise required by law.


5.             Miscellaneous
Provisions. 


5.1.         Successors.  This Award Agreement
shall be binding upon and inure to the benefit of any successor or successors
of the Company and any Person or Persons who shall acquire any rights hereunder
in accordance with this Award Agreement or the Plan.


5.2.         Notices.  All notices, requests or
other communications provided for in this Award Agreement shall be made in
writing either (a) by actual delivery to the party entitled thereto, (b) by
mailing in the United States mails to the last known address of the party
entitled thereto, via certified or regis­tered mail, postage prepaid and return
receipt requested, (c) by telecopy with confirmation of receipt or (d) by
electronic mail, utilizing notice of undelivered electronic mail features.  The
notice, request or other communication shall be deemed to be received (a) in
case of delivery, on the date of its actual receipt by the party entitled
thereto, (b) in case of mailing by certified or registered mail, five days
following the date of such mailing, (c) in case of telecopy, on the date of
confirmation of receipt and (d) in case of electronic mail, on the date of
mailing, but only if a notice of undelivered electronic mail is not received.  


5.3.         Governing Law.  The Award, this
Award Agreement and all determinations made and actions taken pursuant thereto,
to the extent otherwise not governed by the Code or the laws of the United States,
shall be governed by the laws of the State of Delaware and construed in
accordance therewith without regard to principles of conflicts of laws.






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5.4          Compliance with Section 409A of the Code.  It is intended that this Award Agreement and the Plan be
exempt from the requirements of section 409A of the Code to the maximum
extent permissible under law.  To the extent section 409A of the Code applies
to this Award Agreement and the Plan, it is intended that this Award Agreement
and the Plan comply with the requirements of section 409A of the Code to the
maximum extent permissible under law.  This Award Agreement and the Plan shall
be administered and interpreted in a manner consistent with this intent.  In
the event that this Award Agreement or the Plan does not comply with section
409A of the Code (to the extent applicable thereto), the Company shall have the
authority to amend the terms of this Award Agreement or the Plan (which
amendment may be retroactive to the extent permitted by section 409A of the Code
and may be made by the Company without the consent of the Employee) to avoid
taxes and other penalties under section 409A of the Code, to the extent
possible.  Notwithstanding the foregoing, no particular tax result for the
Employee with respect to any income recognized by the Employee in connection
with this Award Agreement is guaranteed, and the Employee solely shall be
responsible for any taxes, penalties, interest or other losses or expenses
incurred by the Employee in connection with this Award Agreement.


5.5          Counterparts. 
This Award Agreement may be executed in counterparts each of which shall be
deemed an original and both of which together shall constitute one and the same
instrument.


 


 


	
    

  	
    

  	
    

  	
  TELEPHONE AND
  DATA SYSTEMS, INC.

  
	
    

  	
    

  	
    

  	
  By:

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
  LeRoy T. Carlson, Jr.

  
	
    

  	
    

  	
    

  	
    

  	
  President and CEO

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
  Accepted this
  ___ day of

  	
    

  	
    

  	
    

  
	
    

  	
  ___________,
  20__.

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
  Employee

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  






 








11