TELEPHONE AND DATA SYSTEMS, INC. 2004 LONG-TERM INCENTIVE PLAN

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.2

Form of TDS Corporate Officer
TELEPHONE AND DATA SYSTEMS, INC.
2004 LONG-TERM INCENTIVE PLAN
[YEAR] RESTRICTED STOCK UNIT AWARD

        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 (the "Plan"), a Restricted Stock Unit Award (the "Award") with respect to [NUMBER] shares of 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 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 or (ii) 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.

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 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 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 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

2

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.    The Award may not be transferred other than (i) to a beneficiary upon the Employee's death (as designated on the form attached hereto or under the terms of the Plan), (ii) pursuant to a court order entered in connection with a dissolution of marriage or child support or (iii) by gift to a Permitted Transferee, after obtaining the consent of the Committee to such gift, which may be given or withheld by the Committee in its sole discretion. Except as permitted by the foregoing, 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, assi