Exhibit 10.2


 


TELEPHONE AND DATA
SYSTEMS, INC.


 


GUIDELINES FOR THE
DETERMINATION OF ANNUAL BONUS


FOR PRESIDENT AND
CHIEF EXECUTIVE OFFICER


(Effective for
Performance Years Commencing


On or After January 1,
2008)


 


I.    PURPOSE


 


·                  To
provide incentive for the President and Chief Executive Officer (the
“President”) of Telephone and Data Systems, Inc. (the “Company”) to extend
his best efforts toward achieving superior results with respect to Company and
business unit performance;


·                  To
reward the President in relation to his success in meeting and exceeding
performance targets and otherwise contributing to the success of the Company
and its business units; and


·                  To
help the Company retain the President, a talented leader in a position of
critical importance to the success of the Company and its business units.


 


II.   BONUS AMOUNT


 


The Compensation
Committee of the Board of Directors of the Company (the “Committee”) in its
sole discretion determines whether an annual bonus will be payable to the
President for a performance year and, if so, the amount of such bonus.  Factors that may be considered by the
Committee in making such determination include the following:


 


·                  the
level of achievement of the Company and its business units, on a short-term and
long-term basis, measured against performance objectives and compared with that
of peer companies;


·                  the
President’s individual performance, on a short-term and long-term basis, with
respect to his leadership of the Company and its business units, the
development and maintenance of effective working relationships across the
enterprise, his stated personal objectives and his other duties and
responsibilities;


·                  the
total cash compensation paid to chief executive officers of publicly-held peer
companies and other publicly-held companies; and


·                  other
factors that the Committee in the exercise of its judgment and discretion
determines relevant.


 


No single factor shall be
determinative and no factor shall be applied mechanically to calculate any
portion of the President’s bonus.  The
entire amount of the bonus is discretionary. 
The President shall have no right or expectation with respect to any
bonus until the Committee has determined whether a bonus will be paid for a
performance year, and any such bonus is not earned or vested until the date the
bonus is paid.


 


III.  BONUS PAYMENT


 


Any bonus awarded with
respect to a performance year shall be paid during the period commencing on the
January 1 immediately following the performance year and ending on the March 15
immediately following the performance year. 
Notwithstanding the foregoing, in the 


 

















 


event that payment by
such March 15th is administratively impracticable and such
impracticability was unforeseeable (in each case, such that the payment
continues to qualify as a “short-term deferral” within the meaning of section
409A of the Internal Revenue Code), payment will be made as soon as
administratively practicable after such March 15th, but in no
event later than the December 31 immediately following the performance
year.  Payment will be in the form of a
lump sum.


 


Notwithstanding any
provision of these guidelines to the contrary, the President does not have a
legally binding right to a bonus unless and until the bonus amount, if any, is
paid.


 


IV.  AMENDMENT AUTHORITY


 


The Committee reserves
the right to amend the guidelines set forth herein at any time for any reason.


 


APPROVED by the
TELEPHONE AND DATA SYSTEMS, INC. COMPENSATION COMMITTEE on this ____________
day of __________________, 2008.


 


 


	
   

  	
   

  	
   

  
	
  Gregory P. Josefowicz

  	
   

  	
  George W. Off

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Christopher D. O’Leary

  	
   

  	
  Herbert S. Wander

  



 


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