Exhibit 10.5


 


TDS BONUS DEFERRAL AND


STOCK UNIT MATCH PROGRAM


[YEAR] BONUS YEAR


 


Purpose


 


The TDS Bonus Deferral
and Stock Unit Match Program (the “Program”) is designed to provide TDS
Corporate executives with a significant incentive to acquire additional shares
of TDS stock.  This document sets forth
the terms and conditions of the Program as offered for the [YEAR]
bonus year.


 


Eligibility


 


Executives who hold TDS
Vice Presidential and above positions are eligible to participate.


 


Program Overview


 


Eligible
executives may defer up to 100% of their annual bonus up to a maximum of
$400,000 and receive Company Stock Unit Matches on the amount deferred.  Company Stock Unit Match amounts will depend
on the amount of annual bonus that the executive deferred into stock units and
the price of TDS Special Common Stock on the date his/her bonus was determined
by TDS.  Executives will receive a 25%
Company Stock Unit Match for amounts deferred up to 50% of their total annual
bonus and a 33% match for any amounts that they elect to defer that exceed 50%
of their total annual bonus award.  The
Company Stock Unit Matches will vest ratably over three years.


 


TDS
will establish bookkeeping accounts that reflect the executive’s deferral
amount, Company Stock Unit Match and any earned dividends.  The value of the executive’s accounts will
change in direct proportion to the performance of TDS Special Common
Stock.  However, the amounts credited to
an executive’s accounts will not actually be invested in TDS Special Common
Stock.  The amounts credited to the
executive’s accounts will be distributed in TDS Special Common Stock during the
earlier of (i) the seventh calendar month following the calendar month
during which the executive separates from service and (ii) the calendar month
and year elected by the executive that is at least three years following the
calendar year during which the executive makes the deferral election.  Distribution will be in the form of a single
lump sum payment.  If the executive
separates from service earlier than January 1st of the fourth
calendar year following the calendar year during which the bonus is earned (the
“Performance Year”), and such separation from service is for a reason other
than death or “Disability,” or if the executive elects a distribution date that
is earlier than January 1st of the fourth calendar year
following the Performance Year, all or a portion of the Company match will be
forfeited upon such separation or distribution.


 


For
purposes hereof, “Disability” shall mean a
total physical disability which, in the TDS Compensation Committee’s judgment,
prevents an executive from performing substantially such executive’s employment
duties and responsibilities for a continuous period of at least six months.


 

















 


The
executive is considered to be a general unsecured creditor of TDS with regard
to the deferred compensation amounts to which the Program pertains.


 


The
Program is subject to the provisions of the Telephone and Data Systems, Inc.
2004 Long-Term Incentive Plan, as it may be amended from time to time (the “LTIP”),
and shall be interpreted in accordance therewith.  In the event of any inconsistency between the
terms of the Program and the terms of the LTIP, the terms of the LTIP shall
govern.  The TDS Compensation Committee
shall have the right to resolve all questions which may arise in connection
with the Program.  Any interpretation,
determination or other action made or taken by the TDS Compensation Committee
regarding the Program shall be final, binding and conclusive.  Amounts will be paid under the Program only
if the TDS Compensation Committee decides, in its sole discretion, that the
executive or beneficiary is entitled to them.


 


Administrative Overview


 


In November or
December of each year, the Corporate Vice President of Human Resources
will send a Bonus Deferral Form similar to Attachment I for the upcoming
Performance Year to all eligible TDS executives.  Executives wishing to take advantage of this
bonus deferral opportunity must fill out this Form and return it (delivered
or faxed with signature) to the Corporate Vice President of Human Resources no
later than the date specified by TDS (which in no event will be later than December 31st)
(see Administrative Ground Rules – Taxes). 
Except in the event that an executive experiences an “Unforeseeable
Emergency” (as defined below), the elections made by the executive on the Bonus
Deferral Form shall be irrevocable upon the commencement of the
Performance Year.


 


Before
the first of each year, the Corporate Vice President of Human Resources will
confirm all election deferral decisions with the executives making them, as
well as advise the administrative personnel who need to be aware of the
specifics of these bonus deferral election decisions.


 


After
a participating executive’s bonus award has been determined and the amount
he/she has deferred is known, two separate accounts will be established for
each participating executive:  (i) the
“Deferred Compensation Stock Account”, which will be credited with the bonus
monies that the executive has deferred under the Program, and (ii) the “Stock
Unit Match Account”, which will be credited with the Company Stock Unit Match
awards.


 


The
value of an executive’s accounts for the [YEAR]
Performance Year will rise or fall in direct proportion to the price of TDS
Special Common Stock.*  All participating executives will receive statements
of the number of vested and unvested share units they have in their accounts as
of each December 31st (see Attachment II for the information
that will be included in each account statement).  These statements will be sent out annually as
early in the first quarter as possible.


 






*              Please note that if
an executive participated in the Program for Performance Years prior to the
2005 Performance Year, the value of the executive’s accounts for such years
will rise or fall in direct proportion to the price of TDS Special Common Stock
and TDS Common Stock.  Accounts for
Performance Years prior to the 2005 Performance Year are deemed to be invested
in an equal number of shares of TDS Special Common Stock and TDS Common
Stock.  Accounts for the 2005 Performance
Year and any Performance Year thereafter are deemed to be invested solely in
shares of TDS Special Common Stock.


 


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Administrative Ground Rules


 


This [YEAR]
Program will be administered in accordance with the following ground rules:


 


·      Vesting:


 


The executive is always
100% vested in all bonus amounts that have been deferred under the Program and
any dividends credited under the Program. 
Provided that the executive does not separate from service or receive a
distribution of his/her accounts for the [YEAR] Performance
Year prior to the vesting date, the Company Stock Unit Matches will vest
ratably over three years in accordance with the following schedule:


 


·      33% on December 31st
of the year following the Performance Year,


 


·      an additional 33% on December 31st
of the second year following the Performance Year, and


 


·      the remaining 34% on December 31st
of the third year following the Performance Year.


 


·      Taxes:


 


Since
all bonus deferral decisions under the Program will be made in accordance with
IRS requirements, income taxes on all Bonus Deferrals and Company Stock Unit
Match awards will be deferred until the proceeds from the executive’s Deferred
Compensation Stock Account and Stock Unit Match Account are distributed.  The IRS has taken the position that the
executive must make his/her deferral election prior to the beginning of the
Performance Year in order that the deferred monies not be considered
immediately taxable and to avoid other adverse tax consequences.


 


Please
note, however, that Bonus Deferrals and Company Stock Unit Match awards will be
subject to social security and unemployment tax prior to the date they are
distributed.  Bonus Deferrals will be
subject to social security and unemployment tax at the time of the deferral and
Company Stock Unit Match awards will be subject to social security and
unemployment tax at the time they become vested.


 


Appropriate
amounts shall be withheld from any distributions under the Program or from an
executive’s compensation as may be required for purposes of complying with
federal, state, local or other tax withholding requirements applicable to the
Program.


 


·      Separation
from Service:


 


If the
executive separates from service prior to the completion of the vesting
schedule, as previously described, all unvested share units credited to the
executive’s Stock Unit Match Account will be forfeited, except if the executive
separates from service as a result of his/her Disability or death.  If the executive separates from service as a
result of his/her Disability or death, the executive or his/her
beneficiary/beneficiaries, as applicable, will be 100% vested in all share
units credited at such time to the executive’s Stock Unit Match Account.


 


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Notwithstanding
the foregoing, if the executive separates from service as a result of his/her
negligence, willful misconduct, competition with TDS or an affiliate thereof or
misappropriation of confidential information of TDS or an affiliate thereof, as
determined by TDS in its sole discretion, then the executive’s Stock Unit Match
Account, whether vested or nonvested (including any dividend share units
credited thereto), automatically will be forfeited as of the date of such
separation.


 


·      Beneficiaries:


 


An
executive who defers any portion of his/her annual bonus under the Program
should complete a “Bonus Deferral and Stock Unit Match Program Beneficiary
Designation Form” (see Attachment III) and return it to the Corporate Vice
President of Human Resources as soon as possible.  In the event of the executive’s death, this Form will
govern distribution of the executive’s unpaid vested accounts for the [YEAR] Performance Year and all other Performance Years with
respect to which the executive participated in the Program.  The Form does not have to be completed
again unless the executive wishes to make some change to the previous
Beneficiary Designation Form.  If an
executive is married and names someone other than his/her spouse as a primary
beneficiary, the designation is invalid unless the spouse consents by signing
the Beneficiary Designation Form in the presence of a Notary Public.  If an executive fails to complete such a
form, the executive’s spouse, if any, will be the beneficiary.  Otherwise, the executive’s beneficiary will
be determined by the terms of the LTIP document.


 


Notwithstanding
any provision within the Program to the contrary, in the event of the executive’s
death, his/her unpaid vested accounts will be distributed in their entirety at
the time determined by TDS within 60 days following the executive’s death.


 


·      Initial
Value of the Executive’s Deferred Compensation Stock and Stock Unit Match
Accounts:


 


After
verification of the executive’s bonus, and the amount that was deferred, the
amount credited to the executive’s accounts for the [YEAR]
Performance Year will be determined as follows:


 


·      The initial value of the
bonus deferral amount will be determined by dividing the bonus deferral by the
closing price of TDS Special Common Stock on the date that the bonus was
determined.  Share units will be
calculated to three decimal places and fractional share units will accumulate.


 


For example, if the
executive elected to defer 75% of his/her bonus for a year and his/her bonus
was $40,000 for that year, the executive would have deferred $30,000.  If the closing price of a share of TDS
Special Common Stock on the day this bonus was approved was $100, then 300
share units will be credited to the executive’s Deferred Compensation Stock Account.


 


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·      The initial value of the
Stock Unit Match Account will be determined the same way.  Using the above example, the initial dollar
value of share units credited to his/her Stock Unit Match Account is $8,300,
calculated as follows:


 


·      25% of $20,000 (50% of the
executive’s total bonus) = $5,000


 


·      33% of $10,000 (the deferral
amount over 50% of the executive’s total bonus) = $3,300


 


·      Total = $8,300


 


Since the closing price of
TDS Special Common Stock on the date the bonus award was approved was assumed
to be $100, the executive’s Stock Unit Match Account would be credited 83.00
share units, which would vest in accordance with the following schedule:


 


·      27.39(1) share
units – vests on December 31st of the year following the
Performance Year.


·      27.39(1) share
units – vests on December 31st two years after the Performance
Year.


·      28.22(2) share
units – vests on December 31st three years after the
Performance Year.


·      83.00   share
units – Total Stock Unit Match


 


·      Value
of an Executive’s Deferred Compensation Stock Account and Stock Unit Match
Account:


 


The value of an executive’s
accounts for the [YEAR] Performance Year will
increase or decrease in an amount equal to the gains or losses that would have
been realized if assets in an amount equal to the balance in the executive’s
accounts were actually invested in TDS Special Common Stock.  Hence, if the price of TDS Special Common
Stock rises by $1, each share unit credited in the executive’s accounts will be
worth an additional $1.


 


·      Dividends:


 


The executive’s Deferred
Compensation Stock Account and Stock Unit Match Account will be credited with
dividend share units as follows:


 


·      On Bonus
Deferral Share Units: Dividend share units on the executive’s share
units in his/her Deferred Compensation Stock Account will be credited on an
annual basis and based on the number of share units credited to the executive’s
Deferred Compensation Stock Account as of the record date for each quarter of
the year.


 


This will be done by
totaling up the quarterly dividend dollar amounts as per the above (as if the
share units actually were outstanding shares of TDS), and dividing this sum by
the closing price of TDS Special Common Stock on December 31st
of that year.  The result is the number
of dividend share units that will be credited as of December 31st
to the executive’s account for that year. 
No dividend share units will be credited to the executive’s account for
a year if as of December 31st of such year the executive’s
account has been distributed.


 






(1) 33% of the total
Company Stock Unit Match.


(2) 34% of the total
Company Stock Unit Match.


 


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·      On Match Share Units:  For all vested share units credited in the
executive’s Stock Unit Match Account, the procedure for determining the
dividend share units to be credited to this account is the same as for the
Deferred Compensation Stock Account.  Unvested
share units credited to a Stock Unit Match Account will not be credited with
dividend share units.


 


·      Unforeseeable Emergency
Withdrawals:


 


In the
event that an executive experiences an Unforeseeable Emergency, the executive
may request in writing a payment of all or a portion of the share units
credited to his/her Deferred Compensation Stock Account and the vested share
units credited to his/her Stock Unit Match Account.  Withdrawals will first come from the vested
Stock Unit Match Account.  For this
purpose, “Unforeseeable Emergency” shall mean a severe financial hardship to an
executive resulting from (i) an illness or accident of the executive, the
executive’s spouse or the executive’s dependent; (ii) the loss of the
executive’s property due to casualty; or (iii) other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the
control of the executive.  Payment may
not exceed an amount reasonably necessary to satisfy such emergency plus amounts
necessary to pay taxes and penalties reasonably anticipated as a result of such
payment after taking into account the extent to which the hardship may be
relieved (a) through reimbursement or compensation by insurance or
otherwise, (b) by liquidation of the executive’s assets (to the extent the
liquidation of such assets would not itself cause severe financial hardship) or
(c) by cancellation of any deferral election hereunder or under any other
nonqualified deferral program for the year of the hardship. College expenses
and expenses incurred in purchasing a residence generally do not qualify as
Unforeseeable Emergencies.  The following
may be considered Unforeseeable Emergencies: 
(i) the imminent foreclosure of or eviction from the executive’s
primary residence, (ii) the need to pay for medical expenses, including
non-refundable deductibles and the cost of prescription drug medication and (iii) the
need to pay for funeral expenses of the executive’s spouse or dependent.  In the event an executive’s Unforeseeable
Emergency withdrawal request is approved, such payment shall be made to the
executive in a lump sum as soon as practicable following such approval, but in
no event later than 60 days after the occurrence of the Unforeseeable
Emergency.  No Unforeseeable Emergency
withdrawal request will be approved with respect to an employee who has
separated from service.


 


In
addition, in the event that an executive receives an Unforeseeable Emergency
withdrawal, whether under this Program or any other nonqualified deferred
compensation plan maintained by TDS or its affiliates, then any deferral
election made by the executive under this Program or such other plan with
respect to the calendar year during which the withdrawal occurs shall be
cancelled for the remainder of such year.


 


·      Distributions:


 


Except
in the event of the executive’s death, the executive will receive the
distributable balance credited to his/her accounts for the [YEAR] Performance
Year at the earlier of (i) the seventh calendar month following the
calendar month during which he or she separates from service, or (ii) the
distribution date that he/she selected on the [YEAR]
Bonus Deferral Form (which must be a month and calendar year at least
three years following the calendar year during which the executive makes the
deferral election).  In the event of the
executive’s death, the executive’s


 


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designated
beneficiary will receive such balance at the time determined by TDS within 60
days following the executive’s death. 
All distributions for the [YEAR] Performance
Year will be made in TDS Special Common Stock, except that the value of any
partial share unit credited to an executive’s accounts will be paid in cash.


 


The
total distributable balance in an executive’s accounts will be determined by
adding:


 


·      The sum of all share units credited to his/her
Deferred Compensation Stock Account (including any credited dividend share
units) reduced by any Unforeseeable Emergency or other withdrawals made prior
to the distribution date, and


 


·      The sum of vested share units credited to his/her
Stock Unit Match Account (including any credited dividend share units) reduced
by any Unforeseeable Emergency or other withdrawals made prior to the
distribution date.


 


If,
for example, the total vested share units credited to the executive’s accounts
is 500 share units on the distribution date, the executive will receive 500
shares of TDS Special Common Stock less any taxes TDS is required to withhold
(taxes may be withheld in the form of shares). 
In this example, the dollar value, which is taxable income, would be
calculated by multiplying the closing price of TDS Special Common Stock on the
distribution date by 500.


 


Compliance
with Law


 


This [YEAR] Program is intended to comply with Section 409A
of the Internal Revenue Code and the regulations promulgated thereunder and
shall be interpreted and construed accordingly. 
TDS shall have sole discretion and authority to amend this Program,
unilaterally, at any time in the future to satisfy any requirements of Section 409A
(irrespective of whether such amendment has retroactive or prospective
effect).  Notwithstanding the foregoing,
under no circumstance shall TDS be responsible for any taxes, penalties,
interest or other losses or expenses incurred by an executive or other person due
to any failure to comply with Section 409A.


 


Questions


 


Questions
on the Program should be directed to the Corporate Vice President of Human
Resources.


 


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Attachment I


 


TELEPHONE
AND DATA SYSTEMS, INC.


[YEAR] BONUS DEFERRAL FORM


 


	
  NAME

  	
   

  	
   

  	
  SOCIAL SECURITY NUMBER

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DATE OF BIRTH

  	
   

  	
   

  
								



 


Deferral
election with respect to my annual Bonus earned in [YEAR]:


 


o            I hereby elect to defer, under the terms and
conditions of the TDS Bonus Deferral and Stock Unit Match Program for the [YEAR] Bonus Year 
(the “[YEAR] Program”) and the Telephone
and Data Systems, Inc. 2004 Long-Term Incentive Plan (the “LTIP”), as each
may be amended from time to time, the following whole percentage of my [YEAR] Bonus that would otherwise be paid to me in [YEAR +1] (deferral not to exceed $400,000).


 


	
   

  	
   

  	
  %

  



 


	
   

  DISTRIBUTION DATE ELECTION:  I
  understand that my deferred [YEAR] Bonus
  and the stock unit matches thereon will be paid upon the earlier of (i) the
  seventh calendar month following the calendar month during which I separate
  from service and (ii) the date that I elect herein.  I elect that such deferrals and match be
  paid as follows (select one):

   

                I elect to receive my deferred [YEAR] Bonus and the stock unit matches thereon in a
  single lump sum payment in the seventh calendar month following the calendar
  month during which I separate from service.

  - OR -

                I elect to receive my deferred [YEAR] Bonus and the stock unit matches thereon in a
  single lump sum payment in the following month and year (which year may not
  be earlier than three years after the year this election is made).  If such date is earlier than January, [YEAR + 4], I recognize that a portion of the company
  match will be lost.

   

  
	
  Month
  and Year: 

  	
   

  	
   

  
	
   

  



 


·      I
understand that my elections set forth herein are irrevocable.


 


·      I
understand that my deferred [YEAR] Bonus
and the stock unit matches thereon will be recorded in accounts established in
my name on TDS’s books and records and that these accounts will be governed by
the terms of the [YEAR] Program and the LTIP, as
each may be amended from time to time.


 


·      I
acknowledge that my accounts under the [YEAR] Program
will rise or decline in value equal to the earnings or losses that would have
been realized if assets in an amount equal to the balances in my accounts were
actually invested in TDS Special Common Stock.


 


·      I
acknowledge that the [YEAR] Program
is intended to comply with provisions of Section 409A of the Internal
Revenue Code and shall be interpreted and construed accordingly.  I agree that TDS shall have sole discretion
and authority to amend such program or this [YEAR]
Bonus Deferral Form, unilaterally, at any time to satisfy any requirements of Section 409A
of the Internal Revenue Code or applicable guidance provided by the Treasury.


 


	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Date

  



 


Note:  This Form must be returned to the Corporate Vice President of
Human Resources on or before [December     ,
[YEAR – 1]].