Exhibit 10.1
Execution Version
TDS INVESTOR (CAYMAN)
L.P.
Fourth Amended and Restated 2006
Interest Plan
SECTION 1.
Purpose . The purposes of this TDS Investor L.P.
Fourth Amended and Restated 2006 Interest Plan (this
“Plan”
) are to promote
the interests of TDS Investor L.P. (the “Company” ) and its partners by
(i) attracting and retaining exceptional officers and other
employees, non-employee directors and consultants of the Company
and its Subsidiaries and (ii) enabling such individuals to
acquire an equity interest in and participate in the long-term
growth and financial success of the Company.
SECTION 2.
Definitions . Capitalized terms used in this Plan but
not expressly defined in this Plan shall have the respective
meanings ascribed such terms in the Partnership Agreement (as
defined below). As used in this Plan, the following terms
shall have the meanings set forth below:
“Award”
shall mean the grant of the right
to purchase and/or acquire Restricted Equity Units or
Class A-2 Interests.
“Award
Agreement” shall
mean any written agreement, contract, or other instrument or
document (which may include provisions of an employment agreement
to which the Company is a party) evidencing any Award granted
hereunder.
“Company”
has the meaning specified in the
Section 1 hereof.
“Effective
Date” shall mean
October 13, 2006, which is the date on which this Plan was
initially adopted by the Board.
“Participant”
shall mean any officer or other
employee, non-employee director or consultant of the Company or its
Subsidiaries eligible for an Award under Section 4 and
selected by the Board to receive an Award under this
Plan.
“Partnership
Agreement” shall
mean the Amended and Restated Agreement of Exempted Limited
Partnership, dated as of October 13, 2006, as amended,
modified or supplemented from time to time.
“Plan”
has the meaning specified in the
Section 1 hereof.
“Subsidiary” shall mean (i) any entity that, directly or
indirectly, is controlled by the Company and (ii) any entity
in which the Company has a significant equity interest, in either
case as determined by the Board; provided, however, that for
purposes of Section 409A of the Internal Revenue Code of 1986,
as amended, the definition of “Subsidiary” shall be
construed in a manner consistent with such Section 409A so as
to avoid the imposition of any additional tax under such
section.
