2     **“Stock Incentive Plan”**means the 2006 TDS Investor 3 Ltd. Stock Incentive Plan to be adoptedby TDS Investor 3 Ltd.     SECTION 3. Interests Subject to this Plan. The total number of Interests that may beissued pursuant to Awards under this Plan is 164,590,759, allocated among the classes of Interestsas follows:     (a) 39,582,103 purchased or granted Class A-2 Interests (other than pursuant to RestrictedEquity Units, but including all Class A-2 Interests issued in exchange for the redemption ofpreviously granted Awards of Class B Interests, Class B-1 Interests, Class C Interests, Class C-1Interests and Class D Interests of the Partnership); and     (b) 125,008,656 Class A-2 Interests pursuant to Restricted Equity Units.Interests which are subject to Awards which terminate or lapse without any payment in respectthereof may be granted again under this Plan. Notwithstanding anything to the contrary in thisSection 3, the number of Interests that may be issued under this Plan shall be reduced on aone-for-one basis in respect of each share subject to a stock-based award made under the StockIncentive Plan.     SECTION 4. Administration.     (a) This Plan shall be administered by the Board. Subject to the terms of this Plan andapplicable law, and in addition to other express powers and authorizations conferred on the Boardby 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 termsand conditions of any Award; (iv) determine whether, to what extent, and under what circumstancesAwards 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 anyinstrument 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 theproper administration of this Plan; and (vii) make any other determination and take any otheraction that the Board deems necessary or desirable for the administration of this Plan.     (b) All designations, determinations, interpretations, and other decisions under or withrespect to this Plan or any Award shall be within the sole discretion of the Board, may be made atany time and shall be final, conclusive, and binding upon all persons, including the Company, anySubsidiary, 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 orconsultant 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.

 

3     SECTION 6. Awards.     (a) Grant. Subject to the provisions of this Plan, the Board shall have sole andcomplete authority to determine the Participants to whom Awards shall be granted, the purchaseprice, if any, of an Award, the number and class or classes of Interests to be covered by eachAward and the conditions and restrictions applicable to the Award.     (b) Subject to Partnership Agreement/Securityholders Agreement. As a condition to thegrant 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 grantedhereunder and acquired Interests will be held subject to the terms and conditions of thePartnership Agreement and the Award Agreement.     (c) Adjustments. Notwithstanding any other provisions in the Partnership Agreement tothe contrary, in the event of any change in the outstanding Interests after the Effective Date byreason of any equity dividend or split, reorganization, recapitalization, merger, consolidation,spin-off, combination, combination or transaction or exchange of Interests or other corporateexchange, 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 arechanged), the Board in its sole discretion and without liability to any Person shall make suchsubstitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind ofInterests or other securities issued or reserved for issuance in respect of Restricted EquityUnits, (ii) the vesting terms under any Award Agreement, (iii) the distribution prioritiescontained 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, orterminate 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 amaterial adverse effect on the rights of any Participant or other holder of an Award theretoforegranted 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, amendany 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 bereasonably expected to have a material adverse effect on the rights of any outstanding Award shallnot 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, andthere is no obligation for uniformity of treatment of Participants or beneficiaries of Awards. Theterms and conditions of Awards and the Board’s determinations and interpretations

 

4with respect thereto need not be the same with respect to each Participant (whether or notsuch Participants are similarly situated).     (b) Certificates. All certificates, if any, evidencing Interests or other securitiesof the Company or any Subsidiary delivered under this Plan shall be subject to such stop transferorders 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 exchangeupon which such securities are then listed, and any applicable Federal or state laws, and the Boardmay cause a legend or legends to be put on any such certificates to make appropriate reference tosuch restrictions.     (c) Withholding. A Participant may be required to pay to the Company or anySubsidiary and the Company or any Subsidiary shall have the right and is hereby authorized towithhold from any payment due or transfer made under any Award or under this Plan or from anycompensation or other amount owing to a Participant the amount (in cash, securities, or otherproperty) of any applicable withholding taxes in respect of an Award or any payment or transferunder an Award or under this Plan and to take such other action as may be necessary in the opinionof 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 aParticipant the right to be retained in the employ of, or in any consulting relationship with, theCompany or any Subsidiary. Further, the Company or a Subsidiary may at any time dismiss aParticipant from employment or discontinue any consulting relationship, free from any liability orany claim under this Plan, unless otherwise expressly provided in this Plan or in any AwardAgreement.     (e) Governing Law. The validity, construction, and effect of this Plan shall bedetermined in accordance with the laws of the State of New York applicable to contracts made and tobe performed therein.     (f) Severability. If any provision of this Plan or any Award is or becomes or isdeemed 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, suchprovision shall be construed or deemed amended to conform the applicable laws, or if it cannot beconstrued or deemed amended without, in the determination of the Board, materially altering theintent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, personor 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 tenthanniversary of the Effective Date. Unless otherwise expressly provided in this Plan or in anapplicable Award Agreement, any Award granted hereunder may, and the authority of the Board

 

5toamend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive anyconditions or rights under any such Award shall, continue after such date.