EXHIBIT 10.1
TELEPHONE AND DATA SYSTEMS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated, Effective January 1,
2009)
TELEPHONE
AND DATA SYSTEMS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated, Effective January 1, 2009)
TABLE OF CONTENTS
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Page
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SECTION 1
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INTRODUCTION
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1
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1.1
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Title and
Purpose
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1
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1.2
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Definitions
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3
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1.3
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Gender
and Number
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6
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SECTION 2
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ELIGIBILITY AND
BENEFITS
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6
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2.1
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Eligibility
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6
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2.2
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Benefits
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6
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2.3
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Earnings
and Other Adjustments
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9
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SECTION 3
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PAYMENT OF
BENEFITS
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9
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3.1
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Vesting
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9
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3.2
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Commencement
of Payments
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10
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3.3
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Schedule
of Payments
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11
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3.4
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Subsequent
Election to Change the Form of Payment
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12
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3.5
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Survivor
Benefits
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12
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3.6
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Distributions
to Minor and Disabled Persons
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13
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3.7
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Small
Benefits Paid in Lump Sum
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13
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SECTION 4
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GENERAL
PROVISIONS
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14
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4.1
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Employment
Rights
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14
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4.2
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Rights
Not Secured
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14
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4.3
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Administration
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15
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4.4
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Effect on
Other Plans
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15
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4.5
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Interests
Not Transferable
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15
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4.6
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Adoption
by Employers
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15
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4.7
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Tax
Liability
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16
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4.8
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Controlling
Law
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16
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4.9
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Application
of ERISA
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16
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4.10
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Compliance
With Section 409A of Code
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17
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SECTION 5
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CLAIMS
PROCEDURE
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17
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SECTION 6
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AMENDMENT AND
TERMINATION
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18
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6.1
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Amendment
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18
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6.2
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Termination
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19
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i
TELEPHONE
AND DATA SYSTEMS, INC.
SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
(As
Amended and Restated, Effective January 1, 2009)
SECTION 1
INTRODUCTION
1.1
Title
and Purpose
. The title of this Plan
is the “Telephone and Data Systems, Inc. Supplemental Executive Retirement
Plan”. This Plan was established by
Telephone and Data Systems, Inc. (the “Company”), effective January 1,
1994. This Plan has been amended from
time to time, including most recently an Amendment and Restatement approved by
resolution adopted by the Board of Directors of the Company on November 2,
2006. Pursuant to the power reserved by
the Company in Section 6.1, this Plan is hereby amended and restated
again, effective January 1, 2009, to comply with the final Treasury
Regulations issued on April 17, 2007 for Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), as enacted by the American Jobs
Creation Act of 2004.
The purpose of this Plan has
been to supplement the benefits under the Telephone and Data Systems, Inc.
Employees’ Pension Trust I (the “TDS Target Plan”), the Telephone and Data
Systems, Inc. Wireless Companies’ Pension Plan (the “TDS Wireless Plan”)
and, effective January 1, 2001, the Telephone and Data Systems, Inc.
Pension Plan (the “TDS Successor Pension Plan”), the successor to the TDS
Wireless Plan into which the TDS Target Plan was merged (all of such Plans
being referred to herein as “TDS Pension Plans”), each of which is
intended to operate as a “qualified”
plan as defined under §401(a) of the Code.
Qualified plans must comply with §401(a)(17) of the Code, which limits
the annual compensation of each employee which can be taken into account under
a qualified plan. This Plan was established
to replace the Code mandated reduction of benefits caused by the limitation on
annual employee compensation to be considered under §401(a)(17) of the Code for
eligible employees participating in any TDS Pension Plan. Additionally, the TDS Successor Pension Plan
does not include in its definition of compensation for determining benefits any
Participant’s compensation earned in the Plan Year but deferred under a
Nonqualified Deferred Compensation Plan.
This Plan provides a benefit to replace the reduction in benefits which
occurs under the TDS Successor Pension Plan because compensation earned in the
Plan Year but deferred under a Nonqualified Deferred Compensation Plan is not
included in the definition of compensation under the TDS Successor Pension
Plan. This Plan provides a benefit to
replace the reduction in benefits which occurs under the TDS Successor Pension
Plan because certain highly compensated participants have their target pension
contributions reduced to enable the TDS Successor Pension Plan to satisfy the
nondiscrimination of benefits requirements in Section 401(a)(4) of
the Code, including the general nondiscrimination test under the related
Treasury Regulations. Finally, the
target pension contributions under the TDS Successor Pension Plan are based on
a rate of pay instead of total compensation as used for money purchase
contributions under such Plan. This Plan
provides a benefit to replace the reduction in benefits which occurs under the
TDS Successor Pension Plan because the target pension contributions are based
on a rate of pay and not total pay. This
Plan is intended to be unfunded and maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees.
2
1.2
Definitions
. All capitalized terms used herein shall have
the meanings set forth below, except as otherwise provided in the preamble to
or text of this Plan:
(a) “
Beneficiary
”
means the beneficiary designated by the Participant or otherwise entitled to
payment of benefits hereunder. If no
separate designation is made by a Participant under this Plan, the Beneficiary
shall be his beneficiary under the TDS Pension Plan in which the Participant
was most recently participating.
(b) “
Benefits
Department
” means the employee benefits department of the Company, located
at 8401 Greenway Boulevard, Post Office Box 628010, Middleton, Wisconsin
53562-8010.
(c) “
Board
Appointed Officer
” means any employee who has been appointed as an officer
of the Company, Telecom or USCC by the Board of Directors of such respective
Employer.
(d) “
Cause
”
means (i) the continued failure by a Participant to substantially perform
the Participant’s duties with the Company or an Employer, or (ii) the
willful engaging by the Participant in conduct which is clearly injurious to
the Company or any of its respective affiliates, monetarily or otherwise. For purposes of clause (ii) of this
definition, no act, or failure to act, on the Participant’s part shall be
deemed “willful” unless done, or omitted to be done, by the Participant not in
good faith or without reasonable belief that such act, or failure to act, was
in the best interest of the Company or an Employer.
3
(e) “
Committee
”
means the Investment Management Committee of the TDS Successor Pension Plan,
which shall administer the Plan.
(f) “
Effective
Date
” means the effective date of this Plan restatement which shall be January 1,
2009.
(g) “
Employer
” means the Company, Telecom and USCC and any
other entity that participates in the TDS Successor Pension Plan and adopts
this Plan pursuant to Section 4.6.
(h) “
Nonqualified
Deferred Compensation Plan
” means any plan or agreement, other than the
Telephone and Data Systems, Inc. Tax-Deferred Savings Plan or any other
tax-qualified plan maintained by an Employer, which is sponsored, maintained or
entered into by the Company, Telecom, USCC or any other Employer and which
allows employees of any such Employer to defer compensation.
(i) “
Participant
”
means any employee who meets the eligibility for participation requirements set
forth in Section 2.1.
(j) “
Plan
”
means this Telephone and Data Systems, Inc. Supplemental Executive
Retirement Plan, as from time to time amended.
(k) “
Plan
Year
” means the calendar year.
4
(l) “
Separation
from Service
” means a termination of employment with the Employers and
their affiliates within the meaning of Treasury Regulation §1.409A-1(h) (without
regard to any permissible alternative definition thereunder). Notwithstanding any other provision herein, “affiliate”
for purposes of determining whether a Participant has incurred a “Separation
from Service” shall be defined to include all entities that would be treated as
part of the group of entities comprising the Employers under Section 414(b) and
(c) of the Code and accompanying regulations, but substituting a 50%
ownership level for the 80% ownership level set forth therein.
(m) “
TDS
Pension Plan
” means the TDS Target Plan with respect to a Participant who
participates in the TDS Target Plan, the TDS Wireless Plan with respect to a
Participant who participates in the TDS Wireless Plan, and effective January 1,
2001, the TDS Successor Pension Plan with respect to a Participant who
participates in the TDS Successor Pension Plan.
(n) “
Telecom
”
means TDS Telecommunications Corporation, a Delaware corporation, and any
corporation which shall succeed to the business of such corporation and adopts
this Plan pursuant to Section 4.6.
(o) “
USCC
”
means United States Cellular Corporation, a Delaware corporation, and any
corporation which shall succeed to the business of such corporation and adopts
this Plan pursuant to Section 4.6.
5
(p) “
Year
of Service
” means a Year of Vesting Service as defined in Article 2 of
the TDS Successor Pension Plan.
1.3
Gender
and Number
. Where the context
permits, words in the masculine shall include the feminine and neutral; words
in the plural shall include the singular and the singular shall include the
plural.
SECTION 2
ELIGIBILITY
AND BENEFITS
2.1
Eligibility
. Each employee who was a Participant on December 31,
2008 shall continue to be a Participant, subject to the amended and restated
provisions hereof, from and after the Effective Date. Any other employee who is a Board Appointed
Officer on October 1 of a Plan Year shall commence participation in this
Plan as of the first day of the following Plan Year.
2.2
Benefits
. If Employer contributions that would
otherwise have been made under the provisions of the TDS Successor Pension Plan
on behalf of a Participant who is a Board Appointed Officer on the last day of
the Plan Year or on the day the Participant terminates employment with his
Employer on account of retirement after attainment of his Early Retirement Date
or Normal Retirement Date (as defined in the TDS Successor Pension Plan) and
who is eligible for a pension contribution under the TDS Successor Pension Plan
for such Plan Year are limited in such Plan Year (A) because of
§401(a)(17) of the Code or (B) because the Participant’s compensation
considered under the TDS Successor Pension Plan does not include
6
part
or all of the Participant’s compensation earned in the Plan Year because it is
being deferred under a Nonqualified Deferred Compensation Plan or (C) because
a target pension contribution made for such Participant under the TDS Successor
Pension Plan is based on a rate of pay instead of total compensation (as
defined in the following sentence of this Section 2.2) or (D) because
the target pension contribution made for such Participant under the TDS
Successor Pension Plan had to be reduced to satisfy the nondiscrimination of
benefits requirements in Section 401(a)(4) of the Code and related
Treasury Regulations, such Employer shall credit to an account for such
Participant as of the last day of such Plan Year, for bookkeeping purposes
only, an amount equal to the difference between (i) the amount of Employer
contributions that would have been allocated to the Participant’s account under
the TDS Successor Pension Plan without regard to §401(a)(17) of the Code for
such Plan Year, including as compensation for purposes of the TDS Successor
Pension Plan all of the Participant’s compensation earned in the Plan Year
which was deferred under any Nonqualified Deferred Compensation Plan, and for
Participants receiving a target pension contribution, using the definition of
compensation as defined in the following sentence of this Section 2.2 and
assuming no reduction in contributions is necessary to comply with Section 401(a)(4) of
the Code and the related Treasury Regulations and (ii) the amount of
Employer contributions actually allocated to the Participant’s account under
the TDS Successor Pension Plan for that Plan Year. When calculating the amount described in part
(i) of the first sentence of this Section 2.2 with respect to target
pension contributions, a Participant’s compensation shall mean all wages within
the meaning of §3401(a) of the Code (for purposes of income tax
withholding at the source) paid to such Participant by an Employer while a
participant in the TDS Successor Pension Plan during such Plan Year, but
determined without regard to any rules that limit the remuneration
included in wages based on the nature or location
7
of the
employment or the services performed, reduced by all reimbursements or other
expense allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation, and welfare benefits and increased by all elective
contributions that are made by an Employer on behalf of such Participant that
are not includible in gross income under §§125, 132(f), 402(e)(3), 402(h) and
403(b) of the Code; provided, however, all of a Participant’s compensation
earned in the Plan Year which was deferred under any Nonqualified Deferred
Compensation Plan shall be included in compensation for purposes of part (i) of
the first sentence of this Section 2.2.
When calculating the amount described in part (i) of the first
sentence of this Section 2.2 with respect to target pension contributions,
amounts credited to the account for this Plan and amounts credited to the
Employer Contribution Sub-Account, Prior Plan Sub-Account, Employee
Contribution Sub-Account, and Disability Contribution Sub-Account for the TDS
Successor Pension Plan for such Participant for prior plan years must be
considered. For calculating benefits
under this Section 2.2 with respect to target pension contributions for a
plan year, the actuarial assumptions and methods in effect during that plan
year from the TDS Successor Pension Plan shall be applied. If any Participant who was credited with an
amount to his account under this Section 2.2 for the Plan Year ending December 31,
2000 is an employee of an Employer on December 31, 2001 but is not a Board
Appointed Officer, then solely for the purpose of crediting an amount under
this Section 2.2 for the Plan Year ending December 31, 2001, such
Participant shall be treated as though he was a Board Appointed Officer and be
eligible for such benefit. Except as
provided in the preceding sentence, effective for Plan Years beginning on or
after January 1, 2001, a Participant who is not a Board Appointed Officer
on the last day of a Plan Year or on the day the Participant terminates
employment with his Employer on account of retirement after attainment of his Early
Retirement Date or Normal Retirement Date (as defined in the TDS
8
Successor
Pension Plan) shall not have any amount credited to his account for such Plan
Year but shall have his account adjusted pursuant to Section 2.3.
2.3
Earnings
and Other Adjustments
. For
bookkeeping purposes only, the account established for each Participant
pursuant to Section 2.2 shall be adjusted at the end of each Plan Year to
reflect (i) an assumed rate of earnings on all items other than the
contributions for the current Plan Year equal to the yield on ten year BBB
rated industrial bonds for the last trading date of the prior Plan Year as
quoted by Standard & Poors and (ii) any payments made pursuant to
Section 3.
SECTION 3
PAYMENT
OF BENEFITS
3.1
Vesting
. (a)
Separation from Service Under
Circumstances Entitling the Participant to Distribution of His Full Account
. A Participant shall be entitled to
distribution of his entire account balance under the Plan if the Participant
has a Separation from Service, without Cause, after either of the following
events:
(i) his attainment of age 65; or
(ii) his completion of at least ten Years
of Service.
(b)
Separation
from Service Under Circumstances Resulting in Complete or Partial Forfeiture of
the Participant’s Account
. If a
Participant has a Separation from Service under circumstances other than those
set forth in paragraph (a) above, without Cause, the Participant shall be
entitled to distribution of the following percentage of his account balance:
9
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Years of Service
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Nonforfeitable
Percentage
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Less than 1
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0
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%
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At least 1, but
less than 2
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10
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%
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At least 2, but
less than 3
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20
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%
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At least 3, but
less than 4
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30
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%
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At least 4, but
less than 5
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40
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%
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At least 5, but
less than 6
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50
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%
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At least 6, but
less than 7
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60
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%
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At least 7, but
less than 8
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70
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%
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At least 8, but
less than 9
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80
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%
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At least 9, but
less than 10
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90
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%
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10 years or more
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100
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%
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If a Participant has a Separation from Service for
Cause, such Participant shall be entitled to no portion of his account balance
under this Plan.
3.2
Commencement
of Payments
. Subject to any delay in
payment required by Section 3.4, the nonforfeitable portion of the Participant’s
account determined under Section 3.1, adjusted for the assumed rate of
earnings in the manner described in Section 2.3 (including periods after
the Participant’s Separation from Service), shall be paid, or if so elected
pursuant to Section 3.3, the first annual installment of such portion
shall be paid, to the Participant, as soon as administratively feasible
following the six month anniversary of the Participant’s Separation from
Service (the “six-month date”), but in any event on or before the sixtieth day
after the six-month date. If the
Participant has elected to receive annual installments, the second annual
installment shall be paid on or before the sixtieth day following the first
year anniversary date of the six-month date, and all future annual installments
shall be paid on or before the sixtieth day following future annual anniversary
dates of the six-month date.
10
3.3
Schedule of
Payments
. Subject to any qualifying
subsequent election to change the form of payment as provided in Section 3.4,
the nonforfeitable portion of the Participant’s account determined under Section 3.1,
adjusted each Plan Year (including periods after any annual installment
payments begin) for the assumed rate of earnings in the manner described in Section 2.3
and reduced for annual installments previously paid under the Plan, shall be
payable in one of the forms described in the following sentence as elected by
the Participant prior to the first day of the first Plan Year for which he
commences participation pursuant to Section 2.1 and shall commence being
paid on the date determined pursuant to Section 3.2. The forms available for payment hereunder are
the following: (a) a single lump
sum payment or (b) annual installments over a period of 5, 10, 15, 20 or
25 years. If a Participant fails to
designate a payment schedule in accordance with this Section prior to the
first day of the first Plan Year for which he commences participation pursuant
to Section 2.1 or such earlier date as designated by the Company, the
nonforfeitable portion of his account shall be paid in annual installments for
a period of ten years commencing in accordance with Section 3.2.
Notwithstanding the foregoing, any employee who has
commenced participation in the Plan prior to January 1, 2006 shall be
permitted to make a new election in 2005 to change the form of payment of his
account in accordance with this Section 3.3, subject to the rules and
procedures established by the Committee and all requirements of Section 409A
of the Code and U.S. Treasury Department guidance provided thereunder. If such employee fails to make a new election
in 2005, his original election made at the time he first became a Participant
in this Plan (or if he has not made an affirmative election, the default
election of annual installments for a period of ten years, as described in the
preceding paragraph) shall be controlling.
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Notwithstanding anything contained herein to the
contrary, in the event that the Participant owes any amount to an Employer (an “Obligation”),
the payments due hereunder shall be used to offset any Obligation in accordance
with the payment schedule selected by the Participant. Any amounts not used to offset an Obligation
shall be paid to the Participant or his Beneficiary in accordance with such
schedule.
3.4
Subsequent
Election to Change the Form of Payment
. A Participant shall be permitted to make a
one-time irrevocable subsequent election to change the form of payment;
provided
,
however
, that (a) such election shall not be effective until 12
months after the date on which the election is made; (b) the first payment
with respect to which such election is made be deferred for a period of 5 years
from the date such payment would otherwise have been made; and (c) such
election may not be made less than 12 months prior to the date of the first
scheduled payment. Any subsequent
election made pursuant to this Section 3.4 is subject to the rules and
procedures established by the Company and all requirements of Section 409A
of the Code and U.S. Treasury Department guidance provided thereunder.
3.5
Survivor Benefits
. Each Participant shall have the right to
designate a Beneficiary or Beneficiaries (who may be designated contingently or
successively, and which may be an entity other than a natural person) to
receive the nonforfeitable portion of the Participant’s account as of the date
of death of the Participant by executing and filing with the Company a
Beneficiary designation form during the Participant’s lifetime. The Participant may change or revoke any such
designation by executing and filing with the Company a new Beneficiary
designation form during the Participant’s lifetime. If a Participant dies before payment of his
account balance commences, his Beneficiary shall receive the nonforfeitable
12
portion
of his account balance determined under Section 3.1 (giving effect to the
offset of any Obligation as provided in Section 3.3) in the form selected
by the Participant for payment of his account.
If a Participant dies after payment of his account balance commences, his
Beneficiary shall receive the remaining portion of the Participant’s account
balance to which the Participant would have been entitled had he survived,
payable in the same form as payments would have been made to the Participant
had he survived.
3.6
Distributions to
Minor and Disabled Persons
. If a
distribution is to be made to a minor or to a person who, in the opinion of the
Committee, is unable to manage his affairs by reason of illness, accident or
mental incompetency, such distribution may be made to or for the benefit of any
such person in such of the following ways as the Committee shall direct: (a) directly to any such minor person if, in
the opinion of the Committee, he is able to manage his affairs, (b) to the
legal representative of any such person, (c) to a custodian under a
Uniform Gifts to Minors Act for any such minor person, or (d) to some near
relative of any such person to be used for the latter’s benefit. Neither the Committee nor the Employer shall
be required to see to the application by any third party of any distribution
made to or for the benefit of a Participant or Beneficiary pursuant to this
Section. Any payment so made shall be in
complete discharge of this Plan’s obligations to such individual.
3.7
Small Benefits
Paid in Lump Sum
. Notwithstanding
any provision in the Plan to the contrary, if the total of (a) the amount
of a Participant’s account balance to be distributed under Article 3 and (b) all
amounts of such Participant’s account balances to be distributed under other
plans of deferred compensation required to be aggregated with this Plan
pursuant to Treasury guidance under Section 409A of the Regulations is not
greater than the
13
applicable
dollar amount under Section 402(g)(1)(B) of the Code, such amounts
shall be distributed in a lump sum payment, as soon as administratively
feasible following the six month anniversary of the Participant’s Separation
from Service, but in any event on or before the sixtieth day after such
anniversary.
SECTION 4
GENERAL
PROVISIONS
4.1
Employment Rights
. This Plan shall not be construed to give any
Participant the right to be retained in the employ of any Employer nor any
right to benefits not specifically provided for in this Plan.
4.2
Rights Not
Secured
. All payments to be made
pursuant to this Plan shall be an obligation of the general assets of the
Employers, and no Employer shall be required to segregate any of its assets in
order to provide for the satisfaction of the obligations hereunder or to make
any investment of assets. Although the
amounts credited to each Participant’s account shall be reflected in the
Employers’ accounting records, this Plan shall not be construed to create a
trust, custodial, or escrow account nor shall the Participant have any right,
title, or interest in any specific investment reserves, accounts, funds or a
trust that any Employer may accumulate or establish to aid it in providing
benefits under this Plan. Nothing
contained in this Plan shall create a trust or fiduciary relationship between
any Employer and any Participant or Beneficiary. Neither a Participant nor his Beneficiary
shall acquire any interest greater than that of an unsecured creditor.
14
4.3
Administration
. This Plan shall be administered by the
Committee. The Committee shall have the
same rights and duties with respect to this Plan as the plan administrator of
the TDS Successor Pension Plan has with respect to such plan. The Committee will apply uniform rules to
all Participants similarly situated. The
determination of the Committee as to any question arising under this Plan shall
be final and binding upon all persons.
Benefits under this Plan shall be paid only if the Committee decides, in
its sole discretion, that the Participant or Beneficiary is entitled to
them. The expenses of administering the
Plan shall be borne by the Employers.
The Committee, in its sole discretion, having regard to the nature of a
particular expense, shall determine the portion of such expense which is to be
borne by the Company or a particular Employer.
4.4
Effect on Other
Plans
. Amounts credited or paid
under this Plan shall not be considered to be compensation for the purposes of
any qualified plan maintained by any Employer.
4.5
Interests Not
Transferable
. Except as provided in Section 3.3
with respect to an Obligation, the interests of the Participants and their
Beneficiaries under the Plan are not subject to the claims of their creditors
and may not be voluntarily or involuntarily assigned or encumbered in any way,
including any assignment, division or awarding of property under state domestic
relations law (including community property law).
4.6
Adoption by
Employers
. Any corporation which is
or becomes an “Employer” under the TDS Successor Pension Plan may, with the
consent of the Company, become an Employer in this Plan by delivery to the
Company of a resolution of its board of
15
directors
or duly authorized committee to such effect, which resolution shall specify the
first Plan Year for which this Plan shall be effective in respect of the
employees of such corporation.
4.7
Tax Liability
. An Employer may withhold from any payment
under this Plan any taxes required to be withheld plus such sums as such
Employer may reasonably estimate to be necessary to cover any taxes for which
the Employer may be liable and which may be assessed with regard to such
payment. Appropriate amounts shall be
withheld from any payment made under this Plan or from a Participant’s
compensation as may be required for purposes of complying with Federal, state,
local or other tax withholding requirements applicable to the benefits provided
under this Plan.
4.8
Controlling Law
. The law of Illinois and, where applicable,
the provisions of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), shall be controlling in all matters relating to the Plan.
4.9
Application of
ERISA
. This Plan is intended to be
an unfunded plan maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA and Department of Labor Regulation § 2520.104-23. Any payments hereunder shall be made out of
the general assets of the Company and the Employers, and the claims of
Participants shall be solely those of unsecured, general creditors of the
Company and the Employers.
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4.10
Compliance With Section 409A
of Code
. This Plan is intended to
comply with the provisions of Section 409A of the Code, as enacted by the
American Jobs Creation Act of 2004, and shall be interpreted and construed
accordingly. The Company shall have the
sole discretion and authority to amend or terminate this Plan, unilaterally and
at any time, to satisfy any requirements of Section 409A of the Code or
related guidance provided by the U.S. Treasury Department. Notwithstanding the foregoing, under no
circumstance shall the Employers be responsible for any taxes, penalties,
interest or other losses or expenses incurred by a Participant, Beneficiary or
other person due to any failure to comply with Section 409A of the Code.
SECTION 5
CLAIMS PROCEDURE
If any Participant or Beneficiary believes he is
entitled to benefits in an amount greater than those which he is receiving or
has received, he may file a claim with the Benefits Department. Such a claim shall be in writing and state
the nature of the claim, the facts supporting the claim, the amount claimed and
the address of the claimant. The
Benefits Department shall review the claim and, unless special circumstances
require an extension of time, within 90 days after receipt of the claim, give
written notice by registered or certified mail to the claimant of its decision
with respect to the claim. If special
circumstances require an extension of time, the claimant shall be so advised in
writing within the initial 90-day period and in no event shall such an
extension exceed 90 days. The notice
sent by the Benefits Department shall be written in a manner calculated to be
understood by the claimant and, if the claim is wholly or partially denied, set
forth the specific reasons for the denial, specific references to the pertinent
Plan provisions on which the denial is based, a description of any additional
material or
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information necessary for
the claimant to perfect the claim and an explanation of why such material or
information is necessary, and an explanation of the claim review procedure
under this Plan. The Benefits Department
shall also advise the claimant that he or his duly authorized representative
may request a review by the Committee of the denial by filing with the
Committee within 60 days after notice of the denial has been received by the
claimant, a written request for such review.
The claimant shall be informed that he may have reasonable access to
pertinent documents and submit comments in writing to the Committee within the
same 60-day period. If a request is so
filed, review of the denial shall be made by the Committee and the claimant
shall be given written notice of the Committee’s final decision within 60 days
after receipt of such request, unless special circumstances require an
extension of time. If special
circumstances require an extension of time, the claimant shall be so advised in
writing within the initial 60-day period and in no event shall such an
extension exceed 60 days. The notice of
the Committee’s final decision shall include specific reasons for the decision
and specific references to the pertinent Plan provisions on which the decision
is based and shall be written in a manner calculated to be understood by the
claimant and shall notify the claimant of his right to bring a civil action
under Section 502(a) of ERISA.
SECTION 6
AMENDMENT
AND TERMINATION
6.1
Amendment
. The Company expressly reserves the exclusive
right, retroactively to the extent permitted by law, to amend the Plan at any
time by written approval of any two of the following officers of the
Company: Chief Executive Officer, Chief
Financial Officer or Vice President Human Resources. Except as provided in Section 4.10, no
such
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amendment
shall reduce or otherwise adversely affect the rights of Participants or
Beneficiaries with respect to amounts accrued hereunder as of the date of such
amendment.
6.2
Termination
. Although the Company expects to continue this
Plan indefinitely, it must necessarily reserve the right to terminate this Plan
at any time by a resolution duly adopted by its board of directors. Upon a termination of this Plan, Participant
accounts shall be paid to Participants and designated Beneficiaries pursuant to
the terms of the Plan and the Participant’s elections thereunder. Notwithstanding the foregoing, the board of
directors of the Company may, in its discretion, terminate the Plan and accelerate
the payment of all accounts if and to the extent permissible under Section 409A
of the Code.
IN WITNESS WHEREOF, the
Company has caused this instrument to be executed on _____________, by its duly
authorized officer to be effective as of January 1, 2009.
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TELEPHONE
AND DATA SYSTEMS, INC.
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By:
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LeRoy
T. Carlson, Jr.
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President
and Chief Executive Officer
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