EXHIBIT 10.15
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EXECUTIVE DEFERRED COMPENSATION
AGREEMENT
THIS AGREEMENT, entered into this 1ST DAY OF JANUARY, 1998, by and
between XXX XXXX III, (hereinafter referred to as "Executive") and TDS
Telecommunications Corporation, (hereinafter referred to as "Company"), a
Delaware corporation, located at 000 Xxxxx Xxxxxxxxx Xxxx, Xxxxxxx, XX, 00000.
W I T N E S S E T H:
WHEREAS, the Executive is now and will in the future be rendering
valuable services to 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 salary
until retirement, resignation, disability or death, or to a specific date
greater than one year from the date of this agreement.
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:
1. DEFERRED COMPENSATION AGREEMENT. The Company agrees to establish
and maintain a book reserve (the "Deferred Compensation Account")
for the purpose of measuring the amount of deferred compensation
payable under this Agreement. Credits shall be made to the Deferred
Compensation Account as follows:
(a) On each issuance of the Executive's biweekly payroll check,
(scheduled for the 15th and the last day of each month),
during the Executive's continued active employment with the
Company, there shall be deducted an amount equivalent to 89
(EIGHTY-NINE) percent of the Executive's gross compensation
for the pay period which will be credited to the Deferred
Compensation Account. The first deduction will occur on the
Executive's biweekly payroll check dated JANUARY 23, 1998.
(b) Commencing on JANUARY 31, 1998, and on the last day of each
month thereafter during the Executive's continued employment
with the Company, there shall be credited to the Deferred
Compensation Account (before any amount is credited for the
month then ending pursuant to paragraph 1(a), interest
compounded monthly computed at a rate equal to one-twelfth
(1/12) of the average thirty (30) year Treasury Bond rate of
interest (as published in the Wall Street Journal for the last
day of the
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preceding month) plus 1.25 percentage points. Semi-annual
reports which specify the amount credited to the Executive's
Deferred Compensation Account during the previous period
(amount deferred plus interest) and the then current balance,
shall be provided to the Executive.
(c) The Deferred Compensation percentage elected in section 1(a)
shall be deducted and credited to the Deferred Compensation
Account for all compensation paid to the Executive, including
bonus and retroactive pay increases.
(d) The Executive may elect to defer additional amounts from gross
compensation. The additional amounts deferred will
approximate the amount withheld biweekly as the Executive's
share of OASDI taxes. Deductions of the additional amounts
will begin with the Executive's biweekly payroll check after
the OASDI wage limit has been reached and continue until the
end of the year.
i) ____________ Check here for this paragraph to apply.
ii) ____________ Additional amount to be deducted.
(e) The Executive may terminate participation in the Agreement
with respect to the deferral of future compensation at any
time. In the event the Executive elects to make such a
discontinuance, he or she shall remain eligible to receive the
benefits under Section 2 with respect to amounts already
deferred. Previously deferred amounts are not payable until
retirement, resignation, disability or death. After a
discontinuance, Executive may not again elect to participate
with respect to future deferrals until a subsequent calendar
year.
(f) The Deferred Compensation percentage selected in 1(a) shall be
in effect for the entire plan year unless participation is
terminated. The Executive may not elect to change the
percentage until a new plan year commences. An election under
paragraph shall be in effect until the end of the calendar
year unless participation is terminated.
(g) All or a portion of the bonuses that an executive receives will
be credited to the Executive's Deferred Compensation account.
i) _________________ Check here for this paragraph to apply.
ii) _________________ This additional percentage of my bonus(es)
should be credited to the deferred
compensation account.
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2. PAYMENT OF DEFERRED COMPENSATION.
(a) In the event the Executive terminates his/her employment for
whatever reason, the Company must compute the "Ending Balance"
in the Deferred Compensation Account. This Ending Balance
shall include all deferrals and interest as of the last day of
the preceding month, and any deferrals made in the current
month. In the event that the Executive becomes disabled,
his/her employment shall for these purposes be deemed to
terminate on the first day of the month in which he/she begins
to receive long term disability payments provided by the
Company's insurance carrier (thus, the Ending Balance shall be
computed as of the preceding month). Payment of deferred
compensation under these events will be in accordance with the
Executive's payment method election in paragraph 2(e).
(b) The Executive must elect the payment method for receiving
his/her Ending Balance either in a lump sum or in an indicated
number of installments. This determination must be made at the
time of execution of the agreement in Section 2(e) and will
apply to all deferrals. Any amendment changing the
installment method of payment must be made at least two (2)
years prior to the termination of employment to be considered
effective.
(c) In the event the Executive chooses the installment option, the
Executive must inform the Company of the number of
installments he or she wishes to receive. The installments
will be paid quarterly (not to exceed 20 quarters) commencing
with the fifteenth day of the quarter following the quarter in
which the Executive's service with the Company terminates.
Installments will then be paid on the fifteenth day of each
succeeding calendar quarter until the Ending Balance and all
accrued interest, which includes interest earned during the
installment period, has been paid. If the Executive chooses
the lump sum option, such sum must be paid within forty-five
(45) days after the Executive's service with the Company
terminates.
(d) If the Executive dies prior to the total distribution of the
Ending Balance, the Company shall pay an amount equal to the
then current balance including accrued interest in the
Deferred Compensation Account, in a lump sum within forty-five
(45) days following the Executive's death to the Executive's
Designated Beneficiary (as hereinafter defined). However, if
the Executive is married at the time of death, the Executive
may designate (at the time of entering this Agreement or upon
a subsequent marriage) that the payments specified in 2(c)
shall continue to the spouse. If such spouse dies before all
payments are made, the procedures in 3(a) and 3(b) shall apply.
(e) Payment of Deferred Compensation Election (choose one option):
i) CHECK Lump sum distribution; or
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ii) _______________ Installment method. The amount of each
installment shall be equal to one- ____________ (cannot be
less than one-twentieth) of the Ending Balance plus accrued
interest compounded monthly for the preceding calendar
quarter.
If the Executive does not fully complete the blanks shown in
paragraph 2(e), Executive will receive the lump sum option.
(f) The Executive must elect the deferral date for receiving
his/her Ending Balance. This date is to be either retirement,
or a specific date greater than one year from the date of this
agreement. This determination must be made at the time of
execution of the agreement in Section 2(g) and will apply to
all deferrals.
(g) Election of Deferral Date (choose one option):
i) CHECK Retirement; or
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ii) ____________ Specific Date: _______________ (must be
greater than one year from the date of this agreement)
If the executive does not fully complete the blanks shown in
paragraph 2(g), Executive will receive the retirement deferral
option.
(h) In the event of an unforeseeable emergency, the Executive may
make withdrawals from the Deferred Compensation Account in an
amount equal to that which is reasonably necessary to satisfy
the emergency. An unforeseeable emergency means a severe
financial hardship to the Executive resulting from a sudden
and unexpected illness or accident of the Executive or of a
dependent (as defined in Internal Revenue Code Section 152(a))
of the Executive, loss of the Executive's property due to
casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control
of the Executive. The circumstances that will constitute an
emergency will depend upon the facts of each case, but, in any
case, payment may not be made to the extent that such hardship
is or may be relieved (a) through reimbursement or
compensation by insurance or otherwise; (b) by liquidation of
the Executive's assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship; or
(c) by cessation of deferrals under this Agreement. Examples
of what are not considered to be unforeseeable emergencies
include the need to send an Executive's child to college or
the desire to purchase a home.
In the event the Company approves the payment of a withdrawal
due to an unforeseeable emergency, such payment shall be made
by the Company to the Executive in a lump sum within
forty-five (45) days after approval of such request.
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3. DESIGNATION OF BENEFICIARIES.
(a) The Executive may designate a beneficiary to receive any
amount payable pursuant to paragraph 2(c) (the "Designated
Beneficiary") by executing or filing with the Company during
his/her lifetime, a Beneficiary Designation in the form
attached hereto. The Executive may change or revoke any such
designation by executing and filing with the Company during
his/her lifetime a new Beneficiary Designation. If the
Executive is married and names someone other than his/her
spouse (e.g., child) as beneficiary, the spouse must consent
by signing the designated area of the Beneficiary Designation
form in the presence of a Notary Public.
(b) If any Designated Beneficiary predeceases the Executive, or if
any corporation, partnership, trust or other entity which is a
Designated Beneficiary is terminated, dissolved, becomes
insolvent, is adjudicated bankrupt prior to the date of the
Executive's death, or if the Executive fails to designate a
beneficiary, then the following persons in the order set forth
below shall receive the entire amount specified in paragraph
2(c) above, which the previous Designated Beneficiary would
have been entitled to receive:
i) Executive's spouse, if living; otherwise
ii) Executive's then living descendants, per stirpes; and
otherwise;
iii) Executive's estate
4. MISCELLANEOUS.
(a) The right of the Executive or any other person to any payment of
benefits under this Agreement may not be assigned, transferred,
pledged or encumbered.
(b) If the Company finds that any person to whom any amount is
payable under this Agreement is unable to care for his/her
affairs because of illness or accident, or is under any legal
disability which prevents the Executive from caring for his or
her affairs, any payment due (unless a prior claim therefor
shall have been made by a duly appointed guardian, committee
or other legal representative) may be made to the spouse, a
child, a parent, or a brother or sister of such person, or to
any party deemed by the Company to have incurred expenses for
such person otherwise entitled to payment, in such manner and
proportions as the Company may determine. Any such lump sum
payment, as discussed in 2(d), shall be a complete discharge
of the liability of the Company under this Agreement for such
payment.
(c) This Agreement shall be construed in accordance with and
governed by the laws of the State of Wisconsin.
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(d) The Executive is considered to be a general unsecured creditor
of the Company with regard to the deferred compensation
amounts to which this Agreement pertains.
(e) The deferred amounts under this Agreement are unfunded for tax
and ERISA purposes.
(f) The Company must deduct from all payments made hereunder all
applicable federal or state taxes required to be withheld from
such payments.
(g) This Agreement contains the entire understanding of the Company
and the Executive with respect to the subject matter hereof.
(h) In the event any provision of this Agreement is held illegal or
invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Agreement, and the Agreement
must be construed and enforced as if the illegal or invalid
provision had not been included.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
TDS TELECOMMUNICATIONS CORPORATION
("COMPANY"):
By: /s/ Xxxxxxx X. Xxxxxx
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EXECUTIVE:
By: /s/ Xxxxx Xxxx III
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