FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2009
TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in their charter)
Delaware (State or other jurisdiction of incorporation) |
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001-14157 (Commission File Number) |
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36-2669023 (I.R.S. Employer Identification No.) |
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30 North LaSalle Street, Suite 4000, Chicago, Illinois (Address of principal executive offices) |
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60602 (Zip Code) |
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Registrants telephone number, including area code: (312) 630-1900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
This Form 8-K is being filed to file the following documents as exhibits with respect to the officers of Telephone and Data Systems, Inc. (TDS) that are specified in paragraph (e) of Item 5.02 of Form 8-K:
1. Form of Deferred Compensation Agreement
Certain TDS officers are permitted from time to time to defer base pay, bonus and/or retroactive base pay increases pursuant to nonqualified Deferred Compensation Agreements. The attached form of Deferred Compensation Agreement may be used by TDS officers to defer such amounts and receive interest thereon. Pursuant to the Deferred Compensation Agreement, the officers deferred compensation account is credited with interest compounded monthly, computed at a rate equal to one-twelfth of the sum of the average thirty-year Treasury Bond rate of interest plus 1.25%. The officers deferred compensation account becomes payable upon the earlier of the officers separation from service (subject to a six-month delay, if required by section 409A of the Internal Revenue Code of 1986, as amended) or disability. Payment shall be in either a lump sum or quarterly installments (not to exceed 20 installments), as elected by the officer at the time the officer entered into the Deferred Compensation Agreement.
2. Change of Election Form for Deferred Compensation Agreement
This form may be used by a TDS officer who previously has entered into a Deferred Compensation Agreement with TDS to demonstrate such officers change in deferral election. TDS officers may change the amount of base pay deferral, bonus deferral or retroactive base pay increase deferral (including an election to cease any such deferral). Any such change will be effective only with respect to amounts payable for services performed in calendar years following the calendar year in which such change is made.
The foregoing descriptions are qualified by reference to the forms of documents which are attached hereto as Exhibits and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits :
In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed or furnished herewith are set forth on the Exhibit Index attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned, thereto duly authorized .
Telephone and Data Systems, Inc. |
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(Registrant) |
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Date: |
December 21, 2009 |
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By: |
/s/ Douglas D. Shuma |
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Douglas D. Shuma Senior Vice President and Corporate Controller |
EXHIBIT INDEX
The following exhibits are filed or furnished herewith as noted below.
Exhibit No. |
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Description |
10.1 |
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Form of Deferred Compensation Agreement |
10.2 |
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Change of Election Form for Deferred Compensation Agreement |
Exhibit 10.1
Form of Deferred Compensation Agreement
[See Attached]
FORM OF DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is made and entered into as of this ________ day of _____________, 20____ by and between ________________ (hereinafter referred to as the Executive) and Telephone and Data Systems, Inc. (hereinafter referred to as the Company), a Delaware corporation, located at 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602.
WITNESSETH:
WHEREAS, the Executive serves as [________________________] of the Company, and the Company desires to assure the continued loyalty, service and counsel of the Executive; and
WHEREAS, the Executive desires to defer a portion of his or her compensation until the earlier of the Executives separation from service or disability.
NOW, THEREFORE, in consideration of the covenants and agreements herein set forth, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto covenant and agree as follows:
Monthly reports which specify the amount credited to the Deferred Compensation Account during the previous month (amount deferred plus interest) and the then current balance, shall be provided to the Executive.
If the Executive fails to make the election requested above in this paragraph 2(b), the Executive shall be deemed to have elected the lump sum method.
Installment payments (to be completed only if item ii) Installment Method is selected above) :
_____ shall _____ shall not
be paid or continue to be paid to the Executives Designated Beneficiary after the death of the Executive.
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If the Executive fails to make the election requested above in this paragraph 2(b), the Executive shall be deemed to have elected that installments not be paid or continue to be paid to the Executives Designated Beneficiary after the death of the Executive.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
TELEPHONE AND DATA SYSTEMS, INC.
By: |
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Title: |
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EXECUTIVE
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[insert name]
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Exhibit 10.2
Change of Election Form
for Deferred Compensation Agreement
[See Attached]
Telephone and Data Systems, Inc. |
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Deferred Compensation Agreement |
Change of Election Form |
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Last Name |
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First Name |
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Middle Initial |
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Home Address |
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City |
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State |
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Zip |
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Date of Deferred Compensation Agreement |
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Section A: Transaction Type Check Appropriate Box(es)
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Change in Amount of Base Pay Deferral (Complete Section B) Change in Amount of Bonus Deferral (Complete Section C) Change in Amount of Retroactive Base Pay Increase Deferral (Complete Section D)
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Section B: Change in Amount of Base Pay Deferral Check and Complete Appropriate Box
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I no longer desire to defer my base pay under the Deferred Compensation Agreement. I hereby revoke my prior election to defer my base pay under the Deferred Compensation Agreement. I desire to continue to defer my base pay under the Deferred Compensation Agreement, but desire to change the amount or percentage of such deferral. I hereby elect that on each issuance of a payroll check to me of base pay, there shall be deducted an amount equal to ( check one ) $____________ or ____________ percent of such gross base pay. |
***Note the effective date of this election, as described below.
Section C: Change in Amount of Bonus Deferral Check and Complete Appropriate Box
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I no longer desire to defer my bonus, if any, under the Deferred Compensation Agreement. I hereby revoke my prior election to defer my bonus under the Deferred Compensation Agreement. I desire to continue to defer my bonus, if any, under the Deferred Compensation Agreement, but desire to change the percentage of such deferral. I hereby elect that on each issuance of a check to me in full or partial payment of my bonus, there shall be deducted an amount equal to ____________ percent of such gross bonus payment. |
***Note the effective date of this election, as described below.
Section D: Change in Amount of Retroactive Base Pay Increase Deferral Check and Complete Appropriate Box
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I no longer desire to defer my retroactive base pay increase, if any, under the Deferred Compensation Agreement. I hereby revoke my prior election to defer my retroactive base pay increase under the Deferred Compensation Agreement. I desire to continue to defer my retroactive base pay increase, if any, under the Deferred Compensation Agreement, but desire to change the percentage of such deferral. I hereby elect that on each issuance of a check to me in full or partial payment of my retroactive base pay increase, there shall be deducted an amount equal to ____________ percent of such gross retroactive base pay increase. |
***Note the effective date of this election, as described below.
READ THIS INFORMATION BEFORE SIGNING
I understand:
· Changes to deferral elections legally may not be given effect mid-year. Accordingly, my elections in this Change of Election Form will be effective only with respect to amounts payable for services performed in calendar years following the calendar year in which such elections are made . My elections herein do not supersede my elections as in effect prior to the date of this Change of Election Form for amounts payable for services performed in the current calendar year.
Example I: Executive desires to change his or her bonus deferral percentage from 10% to 5%. The election change is made in January, 2009. The change first will be effective for the annual bonus earned for services performed in 2010 (and paid in 2011). It will not apply to the annual bonus earned for services performed in 2009 (and paid in 2010), which will continue to be subject to the 10% deferral election.
Example II: In December, 2009, Executive changes his or her base pay deferral percentage from 3% to 6%, which change is effective January, 2010. In July, 2010, Executive desires to further increase his or her base pay deferral percentage from 6% to 9%. The 6% election is irrevocable for 2010, and the increase to 9% will be effective January, 2011.
· My elections and deferrals are governed by the terms of the Deferred Compensation Agreement, as it may be amended from time to time.
· Deferrals under the Deferred Compensation Agreement are considered the Companys general assets, and, in the event of Company insolvency, are subject to the claims of general creditors.
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Executive Signature |
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Date |
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RETURN TO C. THEODORE HERBERT IN CORPORATE HUMAN RESOURCES
Please keep a copy for your records