Exhibit 10.3


 


TELEPHONE AND DATA
SYSTEMS, INC.


 


GUIDELINES FOR THE
DETERMINATION OF ANNUAL BONUS


FOR CHAIRMAN
EMERITUS


(Effective for
Performance Years Commencing


On or After January 1,
2008)


 


I.    PURPOSE


 


·                  To
reward the Chairman Emeritus of Telephone and Data Systems, Inc. (the
“Company”) for his contributions 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
Chairman Emeritus 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
historical and current responsibilities and activities of the Chairman Emeritus
(including the fact that the Chairman Emeritus was the founder of the Company);


·                  the
insights, value, experience, inspiration, mentoring and motivational effects
that the Chairman Emeritus contributes to the Company, its business units and
its employees; 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 bonus of the Chairman Emeritus. 
The entire amount of the bonus is discretionary.  The Chairman Emeritus 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 Chairman Emeritus 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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