Exhibit
10.4


 


SECOND AMENDMENT

TO THE

TELEPHONE AND DATA SYSTEMS, INC.

2004 LONG-TERM INCENTIVE PLAN

(AS AMENDED AND RESTATED)


 


WHEREAS, Telephone
and Data Systems, Inc., a Delaware corporation (the “Company”) has adopted and
maintains the Telephone and Data Systems, Inc. 2004 Long-Term Incentive Plan
(As Amended and Restated) (the “Plan”) for the benefit of certain key
executives, management personnel and other employees;


 


WHEREAS, Section
4.1(d) of the Plan provides various methods pursuant to which the exercise
price of a stock option granted under the Plan may be paid, none of which
include the holder’s authorization of the Company to withhold whole shares of
stock of the Company which otherwise would be delivered to the holder as a
result of the settlement of the stock option (“Share Netting”);


 


WHEREAS, the Board of
Directors of the Company (the “Board”) has determined that it is in the best
interests of the Company to amend the Plan to permit, in addition to the
exercise methods currently available under the Plan, an officer to pay the
exercise price of a stock option by Share Netting; and


 


WHEREAS, the Board
also desires to amend the Plan to clarify that shares of stock to be delivered
or withheld to satisfy tax withholding obligations with respect to an award may
not have an aggregate fair market value in excess of the minimum amount
required to be withheld.


 


NOW, THEREFORE, BE IT RESOLVED, that the
Plan hereby is amended, effective as of November 13, 2007, as follows:


 


1.             Article
II hereby is amended to add the following new Section 2.24 thereto and to
renumber the existing Sections 2.24 through 2.43 accordingly:


 


2.24         “Officer”
shall mean an employee designated as an officer of an Employer by the Board of
Directors of the Employer.


 


2.             Section 4.1(d) hereby is amended in
its entirety to read as follows:


 


(d)           Method
of Exercise. An option may be exercised (i) by giving written notice to the
Vice President-Human Resources of the Company specifying the number of whole
shares of Stock to be purchased and by arranging for the payment therefore in
accordance with Section 4.1(d)(1) or 4.1(d)(2), as applicable and (ii) by
executing such documents and taking any other actions as the Company may
reasonably request. No share of Stock shall be delivered until the full
purchase price therefor and any withholding taxes thereon, as described in
Section 8.6, have been paid (or arrangement has been made for such payment to
the Company’s satisfaction).


 

















 


(1) 
Purchase Price Payment by Nonofficers. The holder of an option
awarded to an employee who is not an Officer may pay for the shares of Stock to
be purchased pursuant to the exercise of such option (A) in cash, (B) in Mature
Shares having an aggregate Fair Market Value, determined as of the date of
exercise, equal to the aggregate purchase price payable by reason of such
exercise, (C) to the extent legally permissible, in cash by a broker-dealer
acceptable to the Company to whom the holder has submitted an irrevocable
notice of exercise or (D) by a combination of (A) and (B), in each case to the
extent set forth in the Agreement or any amendment thereto. If payment is to be
made pursuant to clause (B) of this Section 4.1(d)(1), then any fraction of a
share which would be required to pay such purchase price shall be disregarded
and the remaining amount due shall be paid in cash by the holder.


 


(2) 
Purchase Price Payment by Officers. The holder of an option
awarded to an Officer may pay for the shares of Stock to be purchased pursuant
to the exercise of such option (A) in cash, (B) in Mature Shares having an
aggregate Fair Market Value, determined as of the date of exercise, equal to
the aggregate purchase price payable by reason of such exercise, (C) by
authorizing the Company to withhold whole shares of Stock which otherwise would
be delivered having an aggregate Fair Market Value, determined as of the date
of exercise, equal to the aggregate purchase price payable by reason of such
exercise, (D) to the extent legally permissible, in cash by a broker-dealer
acceptable to the Company to whom the holder has submitted an irrevocable
notice of exercise or (E) by a combination of (A), (B) and (C), in each case to
the extent set forth in the Agreement or any amendment thereto. If payment is
to be made pursuant to clause (B) or (C) of this Section 4.1(d)(2), then any
fraction of a share which would be required to pay such purchase price shall be
disregarded and the remaining amount due shall be paid in cash by the holder.


 


3.             The
penultimate sentence of Section 8.6 hereby is amended in its entirety to read
as follows:


 


An Agreement may not provide for shares
of Stock to be delivered or withheld having an aggregate Fair Market Value in
excess of the minimum amount required to be withheld.


 


* * * * * *


 


2

















 


IN WITNESS WHEREOF, the
undersigned has executed this Second Amendment as of this         day
of           , 2007.


 


	
   

  	
  TELEPHONE AND DATA SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  



 


 


SIGNATURE PAGE TO

SECOND AMENDMENT TO

TELEPHONE AND DATA SYSTEMS, INC.

2004 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED)


 


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