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Exhibit 10.2
TDS
CORPORATE
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
restrictions on the Award shall terminate in their
entirety on December 15, <<SECOND CALENDAR YEAR
COMMENCING AFTER GRANT DATE>> , provided that the
Employee remains continuously employed by or of service to the
Employers and Affiliates until such date.
(b) Disability or Death . If the
Employee’s employment by or service to the Employers and
Affiliates terminates prior to December 15, <<SECOND
CALENDAR YEAR COMMENCING AFTER GRANT DATE>> by reason of
Disability or death, the restrictions on the Award shall terminate
in their entirety upon such termination of employment or
service.
(c) Retirement at or after Attainment of
Age 66 . If the Employee’s employment by or service
to the Employers and Affiliates terminates on or after
January 1, << CALENDAR YEAR COMMENCING AFTER GRANT
DATE>> but prior to December 15, <<SECOND
CALENDAR YEAR COMMENCING AFTER GRANT DATE>> by reason of
retirement at or after attainment of age 66, the restrictions on
the Award shall terminate in their entirety upon such termination
of employment or service. If the Employee’s employment
by or service to the Employers and Affiliates terminates prior to
January 1, << CALENDAR YEAR COMMENCING AFTER GRANT
DATE>> by reason of retirement at or after attainment of
age 66, the Award shall be forfeited and shall be canceled by the
Company.
(d) Other Termination of Employment or
Service . Notwithstanding any other provision herein, if
the Employee’s employment by or service to the Employers and
Affiliates terminates prior to December 15, <<SECOND
CALENDAR YEAR COMMENCING AFTER GRANT DATE>> for any
reason other than Disability, death or retirement at or after
attainment of age 66 (including without limitation, on account of
the Employee’s negligence or willful misconduct, as
determined by the Company in its sole discretion), the Award shall
be
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forfeited and shall be canceled by the Company.
(e) 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, 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
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
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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 other Affiliate. The
Employee acknowledges and agrees that this
Section 2(e) is therefore fair and reasonable, and not a
penalty.
3.
Change in Control.
(a) Notwithstanding any provision in the Plan
or any other provision in this Award Agreement, in the event of a
Change in Control, the restrictions on the Award immediately shall
terminate. In the event of a Change in Control pursuant to
Section (b)(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.
(b) 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
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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(b), 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 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 el
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