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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 confident


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