Exhibit 10.2


 


TELEPHONE AND DATA SYSTEMS, INC.


2004 LONG-TERM INCENTIVE PLAN


 


<<YEAR>>
RESTRICTED STOCK UNIT AWARD AGREEMENT


 


Telephone and Data Systems, Inc., a Delaware
corporation (the “Company”), hereby grants to <<NAME>>
(the “Employee”) as of <<DATE>>,
pursuant to the provisions of the Telephone and Data Systems, Inc. 2004
Long-Term Incentive Plan (As Amended and Restated) (the “Plan”), a Restricted
Stock Unit Award (the “Award”) with respect to <<NUMBER>>
shares of Special 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. 
The Employee shall be deemed to have accepted this Award Agreement
unless the Employee returns this Award Agreement to the Vice President—Human
Resources of the Company within thirty (30) days of the Employee’s receipt of
this Award Agreement, accompanied by a written statement that the Employee does
not accept this Award Agreement.


 


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 December 15, <<SECOND CALENDAR
YEAR COMMENCING AFTER GRANT DATE>> (the “Release Date”),
provided that the Employee remains continuously employed by or of service to
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
Special 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 Special 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 Special
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 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).


 


(d)  Retirement at or after Attainment of Age 66.  If the Employee has a Separation from Service
on or after January 1, <<CALENDAR YEAR COMMENCING AFTER GRANT
DATE>> 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 Special 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 


 


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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, <<CALENDAR YEAR COMMENCING AFTER GRANT 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 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, 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.


 


(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, 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, firm or
corporation, has contact with any customer of an Employer or other Affiliate or
any prospective customer which has been contacted or 


 


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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 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, firm or
corporation, 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 such Affiliate, as the case may
be, or discloses the confidential information to anyone not authorized by an
Employer or such Affiliate, as the case may be, to receive such information, (ii) upon
termination of employment or service, 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
service 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.


 


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 


 


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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)  Immediate Vesting of Award.  Notwithstanding any provision in the Plan or
any other provision in this Award Agreement, in the event of a Change in
Control, the Award immediately shall become nonforfeitable.


 


(b)  Time of Payment. 
Notwithstanding any provision in the Plan or any other provision in this
Award Agreement, in the event of a Change in Control, then the
Restriction Period with respect to the Award immediately shall terminate if (i) the Award is not “deferred
compensation” within the meaning of section 409A of the Code or (ii) the
Award is “deferred compensation” within the meaning of section 409A of the Code
and the Change in Control qualifies as a “change in control event”
within the meaning of Treasury Regulation §1.409A-3(i)(5).  In such event, payment of the Award shall
occur in a lump sum within sixty (60) days following the occurrence of the Change
in Control.  If the Award is “deferred compensation”
within the meaning of section 409A of the Code and the Change of Control does
not qualify as a “change in control event” within the meaning of Treasury
Regulation §1.409A-3(i)(5), then the Award shall continue to be subject to the
Restriction Period until the earlier of (i) the Release Date and (ii) the
date that the Employee has a Separation from Service.  In such event, payment of the Award shall
occur within sixty (60) days following the date that the Restriction Period
terminates;  provided, however,
that if the Restriction Period terminates by reason of the Employee’s
Separation from Service, and the Employee is a Specified Employee as of the
date of his or her Separation from Service, then payment of the Award shall be
delayed until and made during the seventh calendar month following the calendar
month during which the Employee’s Separation 


 


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from Service occurs (or, if earlier, the
calendar month following the calendar month of the Employee’s death).


 


(c)  Substitution. 
In the event of a Change in Control pursuant to Section (d)(3) below,
there may be substituted for each share of Stock subject to the Award, the
number and class of shares into which each outstanding share of Stock shall be
converted pursuant to such Change in Control.


 


(d)  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 13d-3 promulgated under
the Exchange Act, of 25% or more of the combined voting power of the then
outstanding securities of the Company entitled to vote generally on matters
(without regard to the election of directors) (the “Outstanding Voting
Securities”), 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(d), 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 


 


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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 February 27, 2004, 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 February 27, 2004, 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 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
individuals or entities who are the beneficial owners of the Outstanding Voting
Securities immediately prior to such Corporate Transaction will beneficially
own, directly or indirectly, more than 50% of the combined voting power of the
outstanding securities of the corporation resulting from such Corporate
Transaction (including, 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) which are entitled to vote generally
on matters (without regard to the election of 


 


7

















 


directors), 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, 25% or more of the
Outstanding Voting Securities) will beneficially own, directly or indirectly,
25% 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.


 


4.             Additional
Terms and Conditions of Award.


 


4.1.          Nontransferability of Award. 
Except (i) to a beneficiary upon the Employee’s death (as
designated on the form attached hereto or under the terms of the Plan) or (ii) pursuant
to a court order entered in connection with a dissolution of marriage or child
support, 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 predecease the Employee or, in the
case of corporations,


 


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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
designate a beneficiary on a beneficiary designation form, 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
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


 


9

















 


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
to the Company of whole shares of 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 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 Stock to be delivered or
withheld may not have a Fair Market Value in excess of the minimum amount of
the Required Tax Payments.  Any fraction
of a share of 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.  The Employee agrees that this authorization
may be reauthorized via electronic means determined by the Company.  The Employee may revoke this authorization 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 Stock subject to the Award


 


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unless and until the restrictions on the Award lapse  and the Employee becomes a stockholder of record with
respect to such shares.


 


4.5.          Adjustment.  In the event
of any conversion, stock split, stock dividend, recapitalization,
reclassification, reorganization, merger, consolidation, spin-off, combination
of 


 


shares in a reverse stock split, exchange of shares, liquidation or
other similar change in capitalization or event, or any distribution to holders
of Stock other than a regular cash dividend, the number and class of shares of
Stock 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 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 issuance or delivery of shares,
such shares will not be issued or 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 Certificates. 
On the date of payment of the Award, the Company shall deliver or cause
to be delivered to the Employee one or more certificates 


 


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representing the number of shares of Stock subject to the Award.  The Company shall pay all original issue or
transfer taxes and all fees and expenses incident to such delivery, except as
otherwise provided in Sections 4.3 and 5.4.


 


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 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.


 


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


 


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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 comply with the provisions of section 409A of the Code (to the
extent applicable thereto).  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, 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 excise 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 under section 409A of the
Code in connection with this Award Agreement.


 


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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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