Exhibit 10.1


 


UNITED STATES CELLULAR
CORPORATION (the “Company”)


 


Compensation Plan for
Non-Employee Directors (the “Plan”)


 


As Amended, Effective August 29,
2007


 


The purpose of the Plan is to provide appropriate
compensation to non-employee directors for their service to the Company and to
ensure that qualified persons serve as non-employee members of the Board of
Directors.


 


The Plan was approved pursuant to the authority
granted in Section 12 of Article III of the Company’s By-Laws, which
provides that the Board of Directors shall have authority to establish
reasonable compensation of directors, including reimbursement of expenses
incurred in attending meetings of the Board of Directors.


 


Board Service


 


Each director of the Company who is not an employee of
the Company, Telephone and Data Systems, Inc. (“TDS”), TDS Telecommunications
Corporation, or any other subsidiary of TDS (“non-employee director”) will
receive:


 


1.               An annual director’s
retainer fee of $45,000 paid in cash.


 


2.               An annual award of
$45,000 paid in the form of the Company’s Common Shares, which shall be
distributed in March on or prior to March 15 of each year, beginning in March,
2008, for services performed during the 12 month period that commences on March
1 of the immediately preceding calendar year and ends on the last day of
February of the calendar year of payment. The number of shares shall be
determined on the basis of the closing price of the Company’s Common Shares, as
reported in the American Stock Exchange Composite Transaction section of the
Wall Street Journal for the last trading day in the month of February of each
year. (A director who is not a citizen of the United States may, at his or her
election, receive such award in the form of cash.)  Notwithstanding the foregoing, the annual
award of $45,000 to be distributed in March, 2008 shall be distributed in the
form of cash.


 


3.               A director’s
meeting fee of $1,750 for each meeting attended and reimbursement of reasonable
expenses incurred in connection with attendance at meetings of the Board of
Directors, paid in cash.


 


Audit Committee Service


 


Each non-employee director who serves on the Audit
Committee, other than the Chairperson, will receive an annual committee
retainer fee of $11,000, paid quarterly, a committee meeting fee of $1,750 for
each meeting attended and reimbursement of reasonable expenses incurred in
connection with attendance at meetings of the Audit Committee. The Audit
Committee Chairperson will receive an annual retainer fee of $22,000, paid
quarterly, a committee meeting fee of $1,750 for each meeting attended and
reimbursement of reasonable expenses incurred in connection with attendance at
such meeting.


 


Stock Option Compensation Committee Service


 


Each non-employee director of the Company who serves
on the Stock Option Compensation Committee, other than the Stock Option
Compensation Committee Chairperson, will receive an annual committee retainer
fee of $7,000, paid quarterly, a committee meeting fee of $1,750 for each
meeting attended and reimbursement of reasonable expenses incurred in
connection with attendance at each meeting of the committee. The Stock Option
Compensation Committee Chairperson will receive an annual retainer fee of
$14,000, paid quarterly, a committee meeting fee of $1,750 for each meeting
attended and reimbursement of reasonable expenses incurred in connection with
attendance at such meeting.


 

















 


Under the Plan, annual retainers will be paid in cash
on a quarterly basis, as of the last day of each calendar quarter, and will
compensate the non-employee director for services performed during such
calendar quarter.


 


Fees for meetings of the board and all committee
meetings will be paid in cash on a quarterly basis as of the last day of each
calendar quarter, and will compensate the non-employee director for meetings
attended during such calendar quarter.


 


Non-employee directors shall timely submit for
reimbursement of reasonable expenses incurred in connection with meeting
attendance, and the Company shall reimburse such expenses within two weeks
after submission. In no event shall such reimbursement occur following the last
day of the calendar year following the calendar year in which the expense was
incurred.