Exhibit 10.3


 


AMENDMENT
TO


RETENTION
AGREEMENT FOR KENNETH R. MEYERS


 


THIS
AMENDMENT TO RETENTION AGREEMENT is made and entered into this
                    
day of December, 2008, by and between TELEPHONE AND DATA SYSTEMS, INC., a
Delaware corporation (the “Corporation”) and KENNETH R. MEYERS (the “Executive”).


 


W I T N E
S S E T H


 


WHEREAS, the Corporation and the Executive
heretofore have entered into a Retention Agreement, dated as of December 4,
2006 (the “Agreement”);


 


WHEREAS, section 409A of the Internal Revenue Code
of 1986, as amended (“section 409A”) sets forth restrictions with respect to
certain nonqualified deferred compensation arrangements, which for this purpose
may include the Agreement; and


 


WHEREAS, the Corporation and the Executive desire
to amend the Agreement to cause it to comply with the requirements of section
409A, to the extent applicable thereto.


 


NOW,
THEREFORE, it
hereby is agreed that the Agreement be amended, effective as of January 1,
2009, as follows:


 


1.  Section 1(b) hereby is amended (i) to
replace the period at the end of clause (ii) thereof with  “; or” and (ii) to add thereto the
following new clause (iii):


 


(iii)          the failure by the Company, as
required by Section 8(b), to cause any successor or transferee
unconditionally to assume this Agreement prior to the effectiveness of any
merger, consolidation or transfer of assets referenced in Section 8(a).


 


2.  Section 1(c) hereby is amended in
its entirety to read as follows:


 


(c)           “Qualifying Termination” shall mean
the Executive’s separation from service with the Company and its affiliates by
the Company without Cause or by the Executive for Good Reason.  For all purposes of this Agreement, “separation
from service” shall have the meaning set forth in Section 409A of the Internal
Revenue Code of 1986, as amended, and guidance provided by the Treasury with
respect thereto.


 

















 


3.  The third
sentence of Section 2(a) hereby is amended in its entirety to read as
follows:


 


In recognition of the
possibility of such cancellation, the Company hereby agrees that if the
Executive’s employment with the Company is separated in a Qualifying
Termination, and if as a result of such separation any of the options
identified in Exhibit A to this Agreement are canceled (the “Canceled
Options”), within thirty (30) days after such Qualifying Termination (unless
the delay required by Section 12 applies), the Company shall pay the
Executive a lump sum cash payment equal to the difference between (i) the
Fair Market Value (as defined in the Plan) on the date of the Qualifying
Termination of the Common Stock subject to the Canceled Options and (ii) the
exercise price with respect to such Canceled Options provided in the award
agreement or agreements evidencing the option grant.


 


4.  The third sentence of Section 2(b) hereby
is amended in its entirety to read as follows:


 


In recognition of the
possibility of such forfeiture, the Company hereby agrees that if the Executive’s
employment with the Company is separated in a Qualifying Termination, and if as
a result of such separation any of the Restricted Stock Units identified in Exhibit B
to this Agreement are forfeited (the “Forfeited Restricted Stock Units”),
within thirty (30) days after April 3, 2009 (unless the delay required by Section 12
applies), the Company shall pay the Executive a lump sum cash payment equal to
the Fair Market Value (as defined in the Plan) on April 3, 2009 (the “Vesting
Date”) of the Common Stock of USCC subject to the Restricted Stock Units that
would have become vested on such date had the Restricted Stock Units not been
forfeited.


 


5.  Section 4 hereby is amended to add the
parenthetical “(unless the delay required by Section 12 applies)”
immediately following the clause “on a current basis” set forth therein.


 


6.  Section 8(b) hereby is amended to
delete the second and third sentences thereof.


 


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7.  The second sentence of Section 12 hereby
is replaced in its entirety by the following two sentences:


 


Notwithstanding any other
provision of this Agreement, to the extent any payment under the Agreement is
considered deferred compensation subject to Section 409A, such payment
shall not be made earlier than the date that is six (6) months and one (1) day
following the date of the Executive’s separation from service, or, if earlier,
the date of the Executive’s death, if the earlier making of such payment would
result in tax penalties being imposed on the Executive under Section 409A.  The amount of any payment delayed pursuant to
the immediately preceding sentence shall be paid to the Executive on the first
business day coincident with or next following the date that is six (6) months
and one (1) day following the date of the Executive’s separation from
service or, if earlier, within thirty (30) days following the date of the
Executive’s death.


 


FURTHER
AGREED, that in
all other respects, the provisions of the Agreement hereby are affirmed.


 


* * * * * *


 


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IN
WITNESS WHEREOF, the
Corporation and the Executive have executed this Amendment to Retention
Agreement as of the day and year first above written.


 


	
   

  	
  TELEPHONE AND DATA SYSTEMS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  C. Theodore Herbert

  
	
   

  	
   

  	
  Vice President—Human
  Resources

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Kenneth R. Meyers

  



 


SIGNATURE PAGE TO


AMENDMENT TO
RETENTION AGREEMENT


 


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