Exhibit 10.2


TELEPHONE
AND DATA SYSTEMS, INC.


2011
LONG-TERM INCENTIVE PLAN


20__
RESTRICTED STOCK UNIT AWARD AGREEMENT


 


Telephone and Data Systems, Inc., a Delaware corporation (the
“Company”), hereby grants to <<NAME>>  (the “Employee”) as of
<<DATE>> (the “Grant Date”), pursuant to the provisions of
the Telephone and Data Systems, Inc. 2011 Long-Term Incentive Plan (the
“Plan”), a Restricted Stock Unit Award (the “Award”) with respect to <<NUMBER>> 
shares of Common Stock, upon and subject to the restrictions, terms and
conditions set forth below.  Capitalized terms not defined herein shall have
the meanings specified in the Plan.


 


1.             Award Subject to Acceptance. 


 


The Award shall become null and void unless the Employee accepts this
Award Agreement by executing it in the space provided at the end hereof and
returning it to the Vice President—Human Resources of the Company.


 


2.             Restriction Period and Forfeiture. 


 


(a)  In General.  Except as otherwise provided in this Award
Agreement, the Award shall become nonforfeitable and the Restriction Period
with respect to the Award shall terminate on the third annual anniversary of
the Grant Date (the “Release Date”), provided that the Employee remains
continuously employed by the Employers and Affiliates until the Release Date. 
Within sixty (60) days following the Release Date, the Company shall issue to
the Employee in a single payment the shares of Common Stock subject to the
Award on the Release Date. 


 


(b)  Death.  If the Employee has a Separation from Service prior
to the Release Date by reason of death, then on the date of the Employee’s
death the Award shall become nonforfeitable and the Restriction Period with
respect to the Award shall terminate.  Within sixty (60) days following the
date of the Employee’s death, the Company shall issue to the Employee’s
designated beneficiary in a single payment the shares of Common Stock subject
to the Award. 


 


(c)  Disability.  If the Employee has a Separation from Service
prior to the Release Date by reason of Disability, then on the date of the
Employee’s Separation from Service the Award shall become nonforfeitable and
the Restriction Period with respect to the Award shall terminate.  The Company
shall issue the shares of Common Stock subject to the Award in a single payment
within sixty (60) days following the date of the Employee’s Separation from
Service; provided, however, that if the
Award is subject to section 409A of the Code, and if the Employee is a
Specified Employee as of the date of his or her Separation from Service, then
such payment shall be delayed until and made during the seventh calendar month
following the calendar month during which the Employee’s Separation from
Service occurs (or, if earlier, the calendar month following the calendar month
of the Employee’s death).  For purposes of this Award Agreement, “Disability”
shall mean a total physical disability which, in the Committee’s
judgment, prevents an Employee from performing substantially such Employee’s
employment duties and responsibilities for a continuous period of at least six
months.


(d)  Retirement at or after Attainment of Age 66. 
If the Employee has a Separation from Service on or after January 1, 2014 but
prior to the Release Date by reason of retirement at or after attainment of age
66, then on the date of the Employee’s Separation from Service the Award shall
become nonforfeitable and the Restriction Period with respect to the Award
shall terminate.  The Company shall issue the shares of Common Stock subject to
the Award in a single payment within sixty (60) days following the date of the
Employee’s Separation from Service; provided, however, that if the Award is subject to section 409A of the Code, and if
the Employee is a Specified Employee as of the date of his or her Separation
from Service, then such payment shall be delayed until and made during the
seventh calendar month following the calendar month during which the Employee’s
Separation from Service occurs (or, if earlier, the calendar month following
the calendar month of the Employee’s death).  If the Employee has a
Separation from Service prior to January 1, 2014 by reason of retirement at or
after attainment of age 66, then on the date of the Employee’s Separation from
Service the Award shall be forfeited and shall be canceled by the Company.


 


(e)  Other Separation from Service.  If the Employee has a
Separation from Service prior to the Release Date for any reason other than
death, Disability or retirement at or after attainment of age 66 (including if
the Employee has a Separation from Service prior to the Release Date by reason
of the Employee’s negligence or willful misconduct, in each case as determined
by the Company in its sole discretion, irrespective of whether such separation
occurs on or after the Employee attains age 66), then on the date of the
Employee’s Separation from Service the Award shall be forfeited and shall be
canceled by the Company. 









 




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(f)  Forfeiture of Award upon Competition or Misappropriation of
Confidential Information.  Notwithstanding any other provision herein, if
the Employee (i) enters into competition with an Employer or other Affiliate or
(ii) misappropriates confidential information of an Employer or other
Affiliate, in each case as determined by the Company in its sole discretion,
then on the date of such competition or misappropriation the Award shall be
forfeited and shall be canceled by the Company.  For purposes of the preceding
sentence, the Employee shall be treated as entering into competition with an
Employer or other Affiliate if the Employee (i) directly or indirectly,
individually or in conjunction with any Person, has contact with any customer
of an Employer or other Affiliate or any prospective customer which has been
contacted or solicited by or on behalf of an Employer or other Affiliate for
the purpose of soliciting or selling to such customer or prospective customer
any competing product or service, except to the extent such contact is made on
behalf of an Employer or other Affiliate; (ii) directly or indirectly,
individually or in conjunction with any Person, becomes employed in the
business or engages in the business of providing wireless, telephone or
broadband products or services in any geographic territory in which an Employer
or other Affiliate offers such products or services or has plans to do so
within the next twelve months or (iii) otherwise competes with an Employer or
other Affiliate in any manner or otherwise engages in the business of an
Employer or other Affiliate.  The Employee shall be treated as misappropriating
confidential information of an Employer or other Affiliate if the Employee (i)
uses confidential information (as described below) for the benefit of anyone
other than an Employer or other Affiliate, as the case may be, or discloses the
confidential information to anyone not authorized by an Employer or other
Affiliate, as the case may be, to receive such information; (ii) upon
termination of employment, makes any summaries of, takes any notes with respect
to or memorizes any confidential information or takes any confidential
information or reproductions thereof from the facilities of an Employer or
other Affiliate or (iii) upon termination of employment or upon the request of
an Employer or other Affiliate, fails to return all confidential information
then in the Employee's possession.  “Confidential information” shall mean any
confidential and proprietary drawings, reports, sales and training manuals,
customer lists, computer programs and other material embodying trade secrets or
confidential technical, business, or financial information of an Employer or
other Affiliate.












 




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The Employee acknowledges and agrees that the Award,
by encouraging stock ownership and thereby increasing an employee’s proprietary
interest in the Company’s success, is intended as an incentive to participating
employees to remain in the employ of an Employer or other Affiliate.  The
Employee acknowledges and agrees that this Section 2(f) is therefore fair and
reasonable, and not a penalty.


 


3.             Change in Control. 


 


(a)  In General.  Notwithstanding any provision of the Plan or
any other provision of this Award Agreement, in the event of a Change in
Control, the Board (as constituted prior to such Change in Control) may in its
discretion, but shall not be required to, make such adjustments to the Award as
it deems appropriate, including, without limitation:


 


(1)  causing the Award to become nonforfeitable in whole or in part;
and/or


 


(2)   to the extent
permissible under section 409A of the Code, causing the Restriction Period
applicable to all or a portion of the Award to lapse, and payment of the Award,
or such portion thereof, to occur within sixty (60) days following the
occurrence of the Change in Control (the “Change in Control Payment Period”);
and/or 


 


(3)  substituting for some
or all of the shares of Common Stock subject to the Award, the number and class
of shares into which each outstanding share of Common Stock shall be converted
pursuant to such Change in Control; and/or 


 


(4)  to the extent
permissible under section 409A of the Code, requiring that the Award, in whole
or in part, be surrendered to the Company by the holder, and be immediately
cancelled by the Company, and providing for the holder to receive, within the
Change in Control Payment Period, (i) a cash payment in an amount equal to the
number of shares of Common Stock then subject to the portion of such Award
surrendered, to the extent the Restriction Period on the Award has lapsed or
will lapse pursuant to this Section 3, multiplied by the Fair Market Value of a
share of Common Stock as of the date of the Change in Control, (ii) shares of
capital stock of the corporation resulting from or succeeding to the business
of the Company pursuant to such Change in Control, or a parent corporation
thereof, having a fair market value not less than the amount determined under
clause (i) above; or (iii) a combination of the payment of cash pursuant to
clause (i) above and the issuance of shares pursuant to clause (ii) above.   


 


(b)  Definition of Change in Control.  For purposes of the Plan
and this Award Agreement, a “Change in Control” shall mean: 


 


(1)  the acquisition by any
Person, including any “person” within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of
Rule 13(d)(3) promulgated under the Exchange Act, of the then outstanding
securities of the Company (the “Outstanding Voting Securities”) (x) having
sufficient voting power of all classes of capital stock of the Company to elect
at least 50% or more of the members of the Board or (y) having 50% or more of
the combined voting power of the Outstanding Voting Securities entitled to vote
generally on matters (without regard to the election of directors), excluding,
however, the following:  (i) any acquisition directly from the Company or an
Affiliate (excluding any acquisition resulting from the exercise of an
exercise, conversion or exchange privilege, unless the security being so
exercised, converted or exchanged was acquired directly from the Company or an
Affiliate), (ii) any acquisition by the Company or an Affiliate, (iii) any
acquisition by an employee benefit plan (or related trust) sponsored or
maintained by the Company or an Affiliate, (iv) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (3) of this Section 3(b), or (v) any acquisition by the
following Persons:  (A) LeRoy T. Carlson or his spouse, (B) any child of LeRoy
T. Carlson or the spouse of any such child, (C) any grandchild of LeRoy T. Carlson,
including any child adopted by any child of LeRoy T. Carlson, or the spouse of
any such grandchild, (D) the estate of any of the Persons described in clauses
(A)-(C), (E) any trust or similar arrangement (including any acquisition on
behalf of such trust or similar arrangement by the trustees or similar Persons)
provided that all of the current beneficiaries of such trust or similar
arrangement are Persons described in clauses (A)-(C) or their lineal
descendants, or (F) the voting trust which expires on June 30, 2035, or any
successor to such voting trust, including the trustees of such voting trust on
behalf of such voting trust (all such Persons, collectively, the “Exempted
Persons”); 


 


(2)  individuals who, as of
July 29, 2011, constitute the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of such Board; provided that any
individual who becomes a director of the Company after July 29, 2011, whose
election or nomination for election by the Company's stockholders was approved
by the vote of at least a majority of the directors then comprising the
Incumbent Board, shall be deemed a member of the Incumbent Board; and provided
further, that any individual who was initially elected as a director of the
Company 







 




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as a result of an actual or threatened
solicitation by a Person other than the Board for the purpose of opposing a
solicitation by any other Person with respect to the election or removal of
directors, or any other actual or threatened solicitation of proxies or consents
by or on behalf of any Person other than the Board shall not be deemed a member
of the Incumbent Board;


 


(3)  consummation of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a “Corporate Transaction”),
excluding, however, a Corporate Transaction pursuant to which (i) all or
substantially all of the Persons who are the beneficial owners of the
Outstanding Voting Securities immediately prior to such Corporate Transaction will
beneficially own, directly or indirectly, (x) sufficient voting power to elect
at least a majority of the members of the board of directors of the corporation
resulting from the Corporate Transaction and (y) more than 50% of the combined
voting power of the outstanding securities which are entitled to vote generally
on matters (without regard to the election of directors) of the corporation
resulting from such Corporate Transaction (including in each of clauses (x) and
(y), without limitation, a corporation which as a result of such transaction
owns, either directly or indirectly, the Company or all or substantially all of
the Company's assets), in substantially the same proportions relative to each
other as the shares of Outstanding Voting Securities are owned immediately
prior to such Corporate Transaction, (ii) no Person (other than the following
Persons:  (v) the Company or an Affiliate, (w) any employee benefit plan (or
related trust) sponsored or maintained by the Company or an Affiliate, (x) the
corporation resulting from such Corporate Transaction, (y) the Exempted
Persons, and (z) any Person which beneficially owned, immediately prior to such
Corporate Transaction, directly or indirectly, 50% or more of the Outstanding
Voting Securities) will beneficially own, directly or indirectly, 50% or more
of the combined voting power of the outstanding securities of such corporation
entitled to vote generally on matters (without regard to the election of
directors) and (iii) individuals who were members of the Incumbent Board will
constitute at least a majority of the members of the board of directors of the
corporation resulting from such Corporate Transaction; or


 


(4)  approval by the
stockholders of the Company of a plan of complete liquidation or dissolution of
the Company.  












 




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4.             Additional Terms
and Conditions of Award. 


 


4.1.         Nontransferability of Award.  Except to a
beneficiary upon the Employee’s death (as designated on the form attached
hereto or under the terms of the Plan), the Award may not be sold, transferred,
assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether
by operation of law or otherwise) or be subject to execution, attachment or
similar process.  Upon any attempt to so sell, transfer, assign, pledge,
hypothecate, encumber or otherwise dispose of the Award, the Award and all
rights hereunder shall immediately become null and void.


 


By accepting the Award, the Employee agrees that if all beneficiaries
designated on a beneficiary designation form prescribed by the Company
predecease the Employee or, in the case of corporations, partnerships, trusts
or other entities which are designated beneficiaries, are terminated,
dissolved, become insolvent or are adjudicated bankrupt prior to the date of
the Employee’s death, or if the Employee fails to properly designate a
beneficiary on a beneficiary designation form prescribed by the Company, then
the Employee hereby designates the following Persons in the order set forth
herein as the Employee’s beneficiary or beneficiaries: (i) the Employee’s
spouse, if living, or if none, (ii) the Employee’s then living descendants, per
stirpes, or if none, (iii) the Employee’s estate.


 


4.2.         Investment Representation.  The Employee hereby
represents and covenants that (a) any shares of Common Stock acquired upon
the lapse of restrictions with respect to the Award will be acquired for
investment and not with a view to the distribution thereof within the meaning
of the Securities Act of 1933, as amended (the “Securities Act”), unless such
acquisition has been registered under the Securities Act and any applicable
state securities law; (b) any subsequent sale of any such shares shall be
made either pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws, or pursuant to an
exemption from registration under the Securities Act and such state securities
laws; and (c) if requested by the Company, the Employee shall submit a
written statement, in a form satisfactory to the Company, to the effect that
such representation is true and correct as of the date of acquisition of
any shares hereunder or is true and correct as of the date of sale of any such
shares, as applicable.  As a condition precedent to the issuance or delivery to
the Employee of any shares subject to the Award, the Employee shall comply with
all regulations and requirements of any regulatory authority having control of
or supervision over the issuance or delivery of the shares and, in connection
therewith, shall execute any documents which the Committee shall in its sole
discretion deem necessary or advisable.


 


4.3.         Tax Withholding.  (a)  The Employee timely shall
pay to the Company such amount as the Company may be required, under all
applicable federal, state, local or other laws or regulations, to withhold and
pay over as income or other with­holding taxes (the “Required Tax Payments”)
with respect to the Award.  If the Employee shall fail to timely advance the
Required Tax Payments, the Company may, in its discretion, deduct any Required
Tax Payments from any amount then or thereafter payable by the Company to the
Employee.


 


(b)  The Employee may elect to satisfy his or her obligation to advance
the Required Tax Payments by any of the following means:  (1) a cash payment to
the Company, (2) delivery (either actual delivery or by attestation procedures
established by the Company) to the Company of previously-owned whole shares of
Common Stock, the Fair Market Value of which shall be determined as of the date
the obligation to withhold or pay taxes first arises in connection with the
Award (the “Tax Date”), (3) authorizing the Company to withhold whole shares of
Common Stock which would otherwise be delivered to the Employee pursuant to the
Award, the Fair Market Value of which shall be determined as of the Tax Date or
(4) any combination of (1), (2) and (3).  Shares of Common Stock to be
delivered or withheld may not have an aggregate Fair Market Value in excess of
the minimum amount of the Required Tax Payments.  Any fraction of a share of
Common Stock which would be required to pay the Required Tax Payments shall be
disregarded and the remaining amount due shall be paid in cash by the
Employee.  The Employee agrees that if by the pay period that immediately
follows the date that the Restriction Period with respect to the Award
terminates, no cash payment attributable to any such fractional share shall
have been received by the Company, then the Employee hereby authorizes the
Company to deduct such cash payment from any amount payable by the Company or
any Affiliate to the Employee, including without limitation any amount payable
to the Employee as salary or wages.  


 


In addition, the Employee hereby authorizes the Company to deduct an
amount equal to employment taxes owed prior to the date that the Restriction
Period with respect to the Award terminates, if any, from any amount payable by
the Company or any Affiliate to the Employee, including without limitation any
amount payable to the Employee as salary or wages.  The Employee agrees that
the authorizations set forth in this Section 4.3(b) may be reauthorized via
electronic means determined by the Company.  The Employee may revoke these
authorizations by written notice to the Company prior to any such deduction.


 


4.4.         Award Confers No Rights as a Stockholder.  The
Employee shall not be entitled to any privileges of ownership with respect to
the shares of Common Stock subject to the Award unless and until the
restrictions on the Award lapse and the Employee becomes a stockholder
of record with respect to such shares.


 









 




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4.5.         Adjustment.  In the event of any
conversion, stock split, stock dividend, recapitalization, reclassification,
reorganization, merger, consolidation, spin-off, combination, exchange of
shares, liquidation or other similar change in capitalization or event, or any
distribution to holders of Common Stock other than a regular cash dividend, the
number and class of shares subject to the Award shall be appropriately and
equitably adjusted by the Committee.  Such adjustment shall be final, binding
and conclusive.  If such adjustment would result in a fractional share being
subject to the Award, the Company shall pay the holder, on the date that the
shares with respect to the Award are issued, an amount in cash determined by
multiplying (i) the fraction of such share (rounded to the nearest hundredth)
by (ii) the Fair Market Value of a share on the date that the Restriction
Period with respect to the Award terminates. 


 


4.6.         Compliance with Applicable Law.  The Award is
subject to the condition that if the listing, registration or qualification of
the shares of Common Stock subject to the Award upon any securities exchange or
under any law, the consent or approval of any governmental body or the taking
of any other action is necessary or desirable as a condition of, or in
connection with, the delivery of shares, such shares will not be delivered
unless such listing, registration, qualification, consent, approval or other
action shall have been effected or obtained, free of any conditions not
acceptable to the Company.  The Company agrees to use reasonable efforts to
effect or obtain any such listing, registration, qualification, consent,
approval or other action.


 


4.7.         Delivery of Shares.  On the date of payment of the
Award, the Company shall deliver or cause to be delivered to the Employee the
shares of Common Stock subject to the Award.  The holder of the Award shall pay
all original issue or transfer taxes and all fees and expenses incident to such
delivery, unless the Company in its discretion elects to make such payment.


 


4.8.         Award Confers No Rights to Continued Employment or
Service.  In no event shall the granting of the Award or the acceptance of
this Award Agreement and the Award by the Employee give or be deemed to give
the Employee any right to continued employment by or service with any Employer
or any subsidiary or affiliate of an Employer. 


 


4.9.         Decisions of Committee.  The Committee or its
delegate shall have the right to resolve all questions which may arise in
connection with the Award.  Any interpretation, determina­tion or other action
made or taken by the Committee or its delegate regarding the Plan or this Award
Agreement shall be final, binding and conclusive.


 


4.10.       Company to Reserve Shares.  The Company shall at all
times prior to the cancellation of the Award reserve and keep available, either
in its treasury or out of its authorized but unissued shares of Common Stock,
the full number of shares subject to the Award from time to time.


 


4.11.       Award Agreement Subject to the Plan.  This Award
Agreement is subject to the provisions of the Plan, as it may be amended from
time to time, and shall be interpreted in accordance therewith.  The Employee
hereby acknowledges receipt of a copy of the Plan.  


 


4.12.       Award Subject to Clawback.  The Award and any shares
of Common Stock delivered pursuant to the Award are subject to forfeiture,
recovery by the Company or other action pursuant to any clawback or recoupment
policy which the Company may adopt from time to time, including without
limitation any such policy which the Company may be required to adopt under the
Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing
rules and regulations thereunder, or as otherwise required by law.












 




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5.             Miscellaneous
Provisions. 


 


5.1.         Successors.  This Award Agreement shall be binding
upon and inure to the benefit of any successor or successors of the Company and
any Person or Persons who shall acquire any rights hereunder in accordance with
this Award Agreement or the Plan.


 


5.2.         Notices.  All notices, requests or other
communications provided for in this Award Agreement shall be made in writing
either (a) by actual delivery to the party entitled thereto, (b) by mailing in
the United States mails to the last known address of the party entitled
thereto, via certified or regis­tered mail, postage prepaid and return receipt
requested, (c) by telecopy with confirmation of receipt or (d) by electronic
mail, utilizing notice of undelivered electronic mail features.  The notice,
request or other communication shall be deemed to be received (a) in case of
delivery, on the date of its actual receipt by the party entitled thereto, (b)
in case of mailing by certified or registered mail, five days following the
date of such mailing, (c) in case of telecopy, on the date of confirmation of
receipt and (d) in case of electronic mail, on the date of mailing, but only if
a notice of undelivered electronic mail is not received.  


 


5.3.         Governing Law.  The Award, this Award Agreement and
all determinations made and actions taken pursuant thereto, to the extent
otherwise not governed by the Code or the laws of the United States, shall be
governed by the laws of the State of Delaware and construed in accordance
therewith without regard to principles of conflicts of laws.


 


5.4          Compliance with
Section 409A of the Code.  It is
intended that this Award Agreement and the Plan be exempt from the requirements
of section 409A of the Code to the maximum extent permissible under law. 
To the extent section 409A of the Code applies to this Award Agreement and the
Plan, it is intended that this Award Agreement and the Plan comply with the
requirements of section 409A of the Code to the maximum extent permissible
under law.  This Award Agreement and the Plan shall be administered and
interpreted in a manner consistent with this intent.  In the event that
this Award Agreement or the Plan does not comply with section 409A of the Code
(to the extent applicable thereto), the Company shall have the authority to
amend the terms of this Award Agreement or the Plan (which amendment may be
retroactive to the extent permitted by section 409A of the Code and may be made
by the Company without the consent of the Employee) to avoid taxes and other
penalties under section 409A of the Code, to the extent possible. 
Notwithstanding the foregoing, no particular tax result for the Employee with
respect to any income recognized by the Employee in connection with this Award
Agreement is guaranteed, and the Employee solely shall be responsible for any
taxes, penalties, interest or other losses or expenses incurred by the Employee
in connection with this Award Agreement.


 


5.5          Counterparts.  This Award Agreement may be executed
in counterparts each of which shall be deemed an original and both of which
together shall constitute one and the same instrument.  


 


 


	
   

  	
  Telephone and Data Systems, Inc.

  By:______________________________

  <<NAME>>                                            
  

  <<TITLE>>                                             
  

  




 


Accepted this ______ day of


______________________, 20___.


_____________________________


Employee












 




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TELEPHONE AND DATA SYSTEMS, INC.
2011 LONG-TERM INCENTIVE PLAN


20__ RESTRICTED STOCK UNIT AWARD
AGREEMENT


BENEFICIARY DESIGNATION FORM


You may designate a primary beneficiary and a secondary beneficiary. 
You can name more than one person or entity as a primary or secondary
beneficiary.  For example, you may wish to name your spouse as primary
beneficiary and your children as secondary beneficiaries.  Your secondary
beneficiary(ies) will receive nothing if any of your primary beneficiaries
survive you.  All primary beneficiaries will share equally unless you indicate
otherwise.  The same rule applies for secondary beneficiaries.


 


Designate Your Beneficiary(ies):




Primary Beneficiary(ies) (give name, address and relationship to you):


___________________________________________________


___________________________________________________


___________________________________________________


Secondary
Beneficiary(ies) (give name, address and


relationship to you):
__________________________________


___________________________________________________


___________________________________________________


___________________________________________________


I
certify that my designation of beneficiary set forth above is my free act and
deed.


 


 


 


	
  Name

  (please print)

  	
   

  	
  Signature

   

  
	
   

  	
   

  	
  Date

  




 





	 	 
	 	
    
     

    

    
	 




  

 











 




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