Exhibit
10.3


 


FIRST 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, pursuant to
Section 8.2 of the Plan, the Board of Directors of the Company (the “Board”)
may amend the Plan as it deems advisable, subject to any requirement of
shareholder approval;


 


WHEREAS, Section 8.8
of the Plan provides for adjustment of awards under the Plan in the event of an
equity restructuring of the Company or certain other changes in capitalization
or events impacting the Company (an “Adjustment Event”);


 


WHEREAS, the Company’s
accountants have notified the Board that Statement of Financial Accounting
Standards No. 123(R)—Share-Based Payment provides that companies that adjust
their stock-based compensation awards to preserve their value after an equity
restructuring event may incur significant incremental compensation costs unless
the adjustment is required to be made; and


 


WHEREAS, although
the Board interprets the current provisions of Section 8.8 of the Plan to
require adjustment of awards under the Plan upon an Adjustment Event, it
desires to amend Section 8.8 in certain minor respects to eliminate any
question as to the mandatory nature of such adjustment.


 


NOW, THEREFORE, BE IT RESOLVED, that
effective as of the latest date on which this First Amendment is approved by a
member of the Board, Section 8.8 of the Plan hereby is amended in its entirety
to read as follows:


 


8.8           Adjustment. In the event of
any conversion, stock split, stock dividend, recapitalization,
reclassification, reorganization, merger, consolidation, spin-off, combination
of shares in a reverse stock split, exchange of shares, liquidation or other
similar change in capitalization or event, or any distribution to holders of
Stock other than a regular cash dividend, the number and class of securities
available under the Plan, the maximum number of securities with respect to
which awards of Bonus Stock, Performance Shares, Stock Options, Performance Stock
Options, SARs, Restricted Stock, Restricted Stock Units, or any combination
thereof may be granted during any three year period to any employee, the number
and class of securities subject to each outstanding option and the purchase
price per security, the terms of each outstanding SAR, the number and class of
securities subject to each outstanding Stock Award, the terms of each
outstanding Performance Share Award and the number and class of securities
deemed to be held in each Deferred Compensation Account shall be appropriately
and equitably adjusted by the Committee, such adjustment to be made in the case
of outstanding options and SARs without an increase in the 


 

















 


aggregate purchase price or base price. Such
adjustment shall be final, binding and conclusive. If such adjustment would
result in a fractional security being available under the Plan, then such
fractional security shall be disregarded. If such adjustment would result in a
fractional security being subject to an award under the Plan, then the Company
shall pay the holder of such award, in connection with the first vesting,
exercise or settlement of such award, in whole or part, occurring after such
adjustment, an amount in cash determined by multiplying (i) the fraction of
such security (rounded to the nearest hundredth) by (ii) the excess, if any, of
(A) the Fair Market Value on the vesting, exercise or settlement date over (B)
the purchase or base price, if any, of such award.


 


* * * * *


 

















 


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


 


 


	
   

  	
  TELEPHONE AND DATA SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  



 


 


SIGNATURE PAGE TO

FIRST AMENDMENT TO

TELEPHONE AND DATA SYSTEMS, INC.

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