Exhibit 10.29


 


Execution Version


 


TDS INVESTOR
(CAYMAN) L.P.


 


Third Amended
and Restated 2006 Interest Plan


 


SECTION 1.   Purpose.  The purposes of this TDS Investor L.P. Third
Amended and Restated 2006 Interest Plan (this “Plan”)
are to promote the interests of TDS Investor L.P. (the “Company”) and its partners by (i) attracting
and retaining exceptional officers and other employees, non-employee directors
and consultants of the Company and its Subsidiaries and (ii) enabling such
individuals to acquire an equity interest in and participate in the long-term
growth and financial success of the Company.


 


SECTION 2.   Definitions.  Capitalized terms used in this Plan but not
expressly defined in this Plan shall have the respective meanings ascribed such
terms in the Partnership Agreement (as defined below).  As used in this Plan, the following terms
shall have the meanings set forth below:


 


“Award” shall mean
the grant of the right to purchase and/or acquire Restricted Equity Units or Class A-2
Interests.


 


“Award Agreement”
shall mean any written agreement, contract, or other instrument or document
(which may include provisions of an employment agreement to which the Company
is a party) evidencing any Award granted hereunder.


 


“Company” has the
meaning specified in the Section 1 hereof.


 


“Effective Date”
shall mean October 13, 2006, which is the date on which this Plan was
initially adopted by the Board.


 


“Participant” shall
mean any officer or other employee, non-employee director or consultant of the
Company or its Subsidiaries eligible for an Award under Section 4 and
selected by the Board to receive an Award under this Plan.


 


“Partnership Agreement”
shall mean the Amended and Restated Agreement of Exempted Limited Partnership,
dated as of October 13, 2006, as amended, modified or supplemented from
time to time.


 


“Plan” has the
meaning specified in the Section 1 hereof.


 


“Subsidiary” shall
mean (i) any entity that, directly or indirectly, is controlled by the
Company and (ii) any entity in which the Company has a significant equity
interest, in either case as determined by the Board; provided, however, that
for purposes of Section 409A of the Internal Revenue Code of 1986, as
amended, the definition of “Subsidiary” shall be construed in a manner
consistent with such Section 409A so as to avoid the imposition of any
additional tax under such section.


 

















 


“Stock Incentive Plan”
means the 2006 TDS Investor 3 Ltd. Stock Incentive Plan to be adopted by TDS
Investor 3 Ltd.


 


SECTION 3.   Interests
Subject to this Plan.  The total
number of Interests that may be issued pursuant to Awards under this Plan is
119,894,385, allocated among the classes of Interests as follows:


 


(a)           39,582,103
purchased or granted Class A-2 Interests (other than pursuant to
Restricted Equity Units, but including all Class A-2 Interests issued in
exchange for the redemption of previously granted Awards of Class B
Interests, Class B-1 Interests, Class C Interests, Class C-1
Interests and Class D Interests of the Partnership); and


 


(b)           80,402,282
Class A-2 Interests pursuant to Restricted Equity Units.


 


Interests which are
subject to Awards which terminate or lapse without any payment in respect
thereof may be granted again under this Plan. 
Notwithstanding anything to the contrary in this Section 3, the
number of Interests that may be issued under this Plan shall be reduced on a
one-for-one basis in respect of each share subject to a stock-based award made
under the Stock Incentive Plan.


 


SECTION 4.   Administration.


 


(a)           This
Plan shall be administered by the Board. 
Subject to the terms of this Plan and applicable law, and in addition to
other express powers and authorizations conferred on the Board by this Plan,
the Board shall have full power and authority to: (i) designate
Participants; (ii) determine the number and/or class of Interests to
be covered by an Award; (iii) determine the terms and conditions of any
Award; (iv) determine whether, to what extent, and under what
circumstances Awards may be settled, exercised, canceled, forfeited, or suspended;
(v) interpret, administer, reconcile any inconsistency, correct any
default and/or supply any omission in this Plan and any instrument or agreement
relating to an Award made under this Plan; (vi) establish, amend, suspend,
or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of this Plan; and (vii) make
any other determination and take any other action that the Board deems
necessary or desirable for the administration of this Plan.


 


(b)           All
designations, determinations, interpretations, and other decisions under or
with respect to this Plan or any Award shall be within the sole discretion of
the Board, may be made at any time and shall be final, conclusive, and binding
upon all persons, including the Company, any Subsidiary, any Participant, any
holder or beneficiary of any Award, and any member of the Company.


 


SECTION 5.   Eligibility.  Any officer or other employee, non-employee
director or consultant to the Company or any of its Subsidiaries (including any
prospective officer, employee, non-employee director or consultant) shall be
eligible to be designated a Participant.


 


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SECTION 6.   Awards.


 


(a)           Grant.  Subject to the provisions of this Plan, the
Board shall have sole and complete authority to determine the Participants to
whom Awards shall be granted, the purchase price, if any, of an Award, the
number and class or classes of Interests to be covered by each Award and
the conditions and restrictions applicable to the Award.


 


(b)           Subject
to Partnership Agreement/Securityholders Agreement.  As a condition to the grant of an Award, the
Participant will be required to become a party to an award agreement (the “Award Agreement”) and, upon receipt of
Interests, the Partnership Agreement. 
All Awards granted hereunder and acquired Interests will be held subject
to the terms and conditions of the Partnership Agreement and the Award
Agreement.


 


(c)           Adjustments.  Notwithstanding any other provisions in the
Partnership Agreement to the contrary, in the event of any change in the
outstanding Interests after the Effective Date by reason of any equity dividend
or split, reorganization, recapitalization, merger, consolidation, spin-off,
combination, combination or transaction or exchange of Interests or other
corporate exchange, or any distribution to Partners of equity or cash (other
than regular cash distributions) or any transaction similar to the foregoing
(regardless of whether outstanding Interests are changed), the Board in its
sole discretion and without liability to any Person shall make such
substitution or adjustment, if any, as it deems to be equitable, as to (i) the
number or kind of Interests or other securities issued or reserved for issuance
in respect of Restricted Equity Units, (ii) the vesting terms under any
Award Agreement, (iii) the distribution priorities contained in the
Partnership Agreement and/or (iv) any other affected terms of any Award.


 


SECTION 7.   Amendment and Termination.


 


(a)           Amendments
to this Plan.  The Board may amend,
alter, suspend, discontinue, or terminate this Plan or any portion thereof at
any time; provided that any such amendment, alteration, suspension,
discontinuance, or termination that would be reasonably expected to have a
material adverse effect on the rights of any Participant or other holder of an
Award theretofore granted shall not to that extent be effective without the
consent of the affected Participant.


 


(b)           Amendments
to Awards.  The Board may waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue,
cancel or terminate, any Award theretofore granted, prospectively or
retroactively; provided that any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination not expressly
contemplated by this Plan that would be reasonably expected to have a material
adverse effect on the rights of any outstanding Award shall not effective
without the consent of the affected Participant.


 


SECTION 8.   General Provisions.


 


(a)           No
Rights to Awards.  No person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Participants or beneficiaries of Awards.  The terms and conditions of Awards and the
Board’s determinations and interpretations 


 


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with respect thereto need not
be the same with respect to each Participant (whether or not such Participants
are similarly situated).


 


(b)           Certificates.  All certificates, if any, evidencing
Interests or other securities of the Company or any Subsidiary delivered under
this Plan shall be subject to such stop transfer orders and other restrictions
as the Board may deem advisable under this Plan or the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock
exchange upon which such securities are then listed, and any applicable Federal
or state laws, and the Board may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.


 


(c)           Withholding.  A Participant may be required to pay to the
Company or any Subsidiary and the Company or any Subsidiary shall have the
right and is hereby authorized to withhold from any payment due or transfer
made under any Award or under this Plan or from any compensation or other
amount owing to a Participant the amount (in cash, securities, or other
property) of any applicable withholding taxes in respect of an Award or any
payment or transfer under an Award or under this Plan and to take such other
action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes.


 


(d)           No
Right to Employment.  The grant of an
Award shall not be construed as giving a Participant the right to be retained
in the employ of, or in any consulting relationship with, the Company or any
Subsidiary.  Further, the Company or a
Subsidiary may at any time dismiss a Participant from employment or discontinue
any consulting relationship, free from any liability or any claim under this
Plan, unless otherwise expressly provided in this Plan or in any Award
Agreement.


 


(e)           Governing
Law.  The validity, construction, and
effect of this Plan shall be determined in accordance with the laws of the
State of New York applicable to contracts made and to be performed therein.


 


(f)            Severability.  If any provision of this Plan or any Award is
or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any person or Award, or would disqualify this Plan or any
Award under any law deemed applicable by the Board, such provision shall be
construed or deemed amended to conform the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Board,
materially altering the intent of this Plan or the Award, such provision shall
be stricken as to such jurisdiction, person or Award and the remainder of this
Plan and any such Award shall remain in full force and effect.


 


SECTION 9.   Term of this Plan.


 


(a)           Effective
Date.  This Plan shall be effective
as of the Effective Date.


 


(b)           Expiration
Date.  No Award shall be granted
under this Plan after the tenth anniversary of the Effective Date.  Unless otherwise expressly provided in this
Plan or in an applicable Award Agreement, any Award granted hereunder may, and
the authority of the Board 


 


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to amend, alter, adjust,
suspend, discontinue, or terminate any such Award or to waive any conditions or
rights under any such Award shall, continue after such date.


 


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