Exhibit 10.1

            	
                        

                    


            UNITED STATES CELLULAR CORPORATION

            2017 EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN

            Effective January 1, 2017

            I. PURPOSE

            	To provide incentive for the executive officers of U.S. Cellular to extend their best efforts towards achieving superior results in relation to key business performance targets;
	To reward U.S. Cellular executive officers in relation to their success in meeting and exceeding the performance targets; and
	To attract and retain talented leaders in positions of critical importance to the success of the Company.


             

            II. ELIGIBLE PARTICIPANTS 

            All U.S. Cellular Executive Officers are eligible to participate in this 2017 Executive Officer Annual Incentive Plan (“Plan”).  Executive officers include all Executive Vice Presidents and the Senior Vice President - Chief Human Resources Officer.  

             

            III. PERFORMANCE MEASURES & WEIGHTINGS

             

            	
                        Performance Measures

                    	
                        Component Weighting

                    	
                        Overall Plan Weighting

                    
	
                        Consolidated Total Revenues

                    	
                        35%

                    	
                        21%

                    
	
                        Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization

                    	
                        30%

                    	
                        18%

                    
	
                        Consolidated Capital Expenditures

                    	
                        20%

                    	
                        12%

                    
	
                        Customer Engagement

                    	
                        15%

                    	
                        9%

                    
	
                        Company Performance

                    	
                         

                    	
                        60%

                    
	
                        Chairman Assessment on Strategic Initiatives

                    	
                         

                    	
                        10%

                    
	
                        Individual Performance

                    	
                         

                    	
                        30%

                    


             

            IV. PERFORMANCE MEASURES DEFINITIONS

             

            Company Performance – Weighting: 60%: Actual performance will be assessed against the targeted performance for each performance measure.  The performance measures are defined below.       

             

            Consolidated Total Revenues: Total revenues determined on a consolidated company-wide basis and in a manner consistent to U.S. Cellular’s presentation of total revenues for external reporting purposes.   

             

            Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA):  Adjusted EBITDA determined on a consolidated company-wide basis and in a manner consistent to U.S. Cellular’s presentation of Adjusted EBITDA for external reporting purposes.   

             

            Consolidated Capital Expenditures:  Capital expenditures determined on a consolidated company-wide basis and in a manner consistent to U.S. Cellular’s presentation of capital expenditures for external reporting purposes.  The measurement of actual capital expenditures against targeted capital expenditures may not be sufficiently comprehensive because it would measure actual expenditures, but not necessarily the efficiency and/or productivity of those expenditures.  Therefore, if appropriate, the measurement of actual expenditures against targeted expenditures could incorporate an adjustment for spending efficiency/productivity which could include an assessment of the degree of completion of certain projects.  The determination of whether such an adjustment is appropriate and the amount of the adjustment will be made by the President and CEO and will be subject to the review and approval of the Chairman.

             

            Customer Engagement:  Loyalty Index Score determined from the Customer Engagement Total Experience survey.  The Loyalty Index Score is a calculated score of customer responses based on customers’ overall experience of the company, including overall brand, network and customer experience, laddering to overall satisfaction, likelihood to recommend and likelihood to continue to do business with USCC.

             

            Notes:

            	Results associated with acquisitions and / or divestitures will be evaluated on a case-by-case basis to determine whether adjustments to target or actual results are warranted. 
	The Chairman in his discretion may adjust targets to reflect unanticipated events. 


             

            

        
            

                 

                	
                             

                        


                 

            

        

        

        

        
        
                 

            

        

            Chairman Assessment on Strategic Initiatives - Weighting: 10%:     

             

            The Chairman in his qualitative and subjective assessment of U.S. Cellular’s overall company performance during the year will consider the following key factors and any other information he deems relevant in determining the level of attainment for this measure:

             

            	Achievement of key goals and objectives provided to the U.S. Cellular board of directors.  
	Accomplishing / making commendable progress on major initiatives for the year to the extent not covered under the key goals and objectives provided to the board of directors. 
	Developing and enhancing strategies and plans that strengthen the Company’s ability to successfully compete in the marketplace. 


             

            Individual Performance - Weighting: 30%:     

             

            Each executive officer’s individual performance for the year will be assessed by the President and CEO based on such executive officer’s effectiveness/success with regard to:

             

            	Carrying out his/her ongoing responsibilities and key initiatives during the performance year. 
	Executive level leadership and teamwork.
	Identification and development of key talent for succession planning purposes.
	Executive officer engagement as measured in large part by the Company’s culture survey.


             

            In making these assessments, the President and CEO also will take into consideration:

             

            	Performance feedback received on the executive officer.  
	The executive officer’s report on his/her activities/accomplishments for the performance year.


             

            V. MISCELLANEOUS PROVISIONS

             

            The Plan is subject to the Administrative Guidelines attached hereto as Exhibit A.  There are no oral or written agreements or understandings between U.S. Cellular and the participants affecting or relating to this Plan not referenced herein.  If the participant fails to adhere to the ethical and legal standards as referenced by U.S. Cellular policy, U.S. Cellular shall have the right to revoke this Plan, reduce or eliminate compensation as it applies to the violator, or any other remedy as provided by corporate policy or law.

             

            Any compensation earned or paid pursuant to this Plan is subject to forfeiture, recovery by U.S. Cellular or other action pursuant to any clawback or recoupment policy which U.S. Cellular may adopt from time to time, including without limitation any such policy which U.S. Cellular may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

             

            This Plan shall not be construed as an employment contract or as a promise of continuing employment between U.S. Cellular and the executive officer.  Employment with U.S. Cellular is terminable at will, i.e., either the participant or U.S. Cellular may terminate the relationship at any time, with or without cause.  

             

            The Executive Officer Annual Incentive Plan, as set forth in this document, represents the general guidelines U.S. Cellular intends to utilize to determine what executive officer bonus payments, if any, will be paid.  U.S. Cellular reserves the right to modify or terminate the Plan at its sole discretion, at any time and for any reason, with or without written notification and without regard to the effect that any such action may have on any executive officer’s bonus or potential bonus.  U.S. Cellular shall have the full power and authority to interpret and administer the Plan and shall be the sole arbiter of all matters of interpretation and application of the Plan.

             

            VI. BONUS RANGES AS A PERCENT OF TARGET

             

            The bonus ranges were set to reinforce the Company’s pay for performance philosophy.  Minimum performance levels for each component need to be achieved before any bonus is earned for that component.  The ranges result in substantial reductions in bonuses when targets are not achieved, and greater rewards for above target performance.

             

            Company Performance Measures:

             

            	
                        Performance Measure

                    	
                        Minimum 

                    	
                        Maximum 

                    
	
                        Consolidated Total Revenues

                    	
                        90%

                    	
                        110%

                    
	
                        Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization

                    	
                        80%

                    	
                        120%

                    
	
                        Consolidated Capital Expenditures

                    	
                        110%

                    	
                        80%

                    
	
                        Customer Engagement

                    	
                        95%

                    	
                        110%

                    


             

        
            

                 

                	
                             

                        


                 

            

        

        

        
        
                 

            

        

            Bonus Payouts as a Percent of Target at Minimum and Maximum Performance Levels:

             

            	
                        Performance Measure

                    	
                        Minimum

                    	
                        Target

                    	
                        Maximum

                    
	
                        Consolidated Total Revenues

                    	
                        50%

                    	
                        100%

                    	
                        225%

                    
	
                        Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization

                    	
                        50%

                    	
                        100%

                    	
                        225%

                    
	
                        Consolidated Capital Expenditures

                    	
                        50%

                    	
                        100%

                    	
                        225%

                    
	
                        Customer Engagement1

                    	
                        50%

                    	
                        100%

                    	
                        225%

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        1 The target for Customer Engagement incorporates a year-over-year improvement in performance, and the payout will be determined based on actual performance against the target.

                    


             

            Bonus payouts between the minimum and target performance levels and between the target and maximum performance levels will be computed by interpolation.  

             

            Any bonus for performance below the minimum level will be determined and approved at the discretion of the Chairman.

             

            Chairman Assessment on Strategic Initiatives:  

             

            	
                        Performance Criteria

                    	
                        % Payout Range

                    
	
                        Far exceeds target performance: Performance greatly exceeded that which was planned and expected.

                    	
                        150% - 200%

                    
	
                        Significantly exceeds target performance: Performance significantly exceeded that which was planned and expected.

                    	
                        120% - 150%

                    
	
                        Somewhat exceeds/fully meets/almost fully meets target performance: Performance was essentially equivalent to that which was planned and expected.

                    	
                        80% - 120%

                    
	
                        Partially meets target performance: Given the conditions that prevailed, performance was sufficient to merit a partial bonus.

                    	
                        Up to 80%

                    
	
                        Well below target performance: Given the conditions that prevailed, performance was not sufficient across all components of the Plan to merit any bonus. 

                    	
                        0%

                    


             

            Individual Performance:  

             

            	
                        Performance Criteria 

                    	
                        % Payout Range

                    
	
                        Far Exceeds Expectations (FE)

                    	
                        130% - 150%

                    
	
                        Exceeds Expectations (EE)

                    	
                        110% - 130%

                    
	
                        Meets Expectations (ME)

                    	
                        80% - 110%

                    
	
                        Partially Meets Expectations (PM)

                    	
                        0%

                    
	
                        Fails to Meet Expectations (FM)

                    	
                        0%

                    


             

            	
                        /s/ Kenneth R. Meyers

                    	
                         

                    	
                        5/15/2017

                    
	
                        President and CEO

                    	
                         

                    	
                        Date

                    
	
                         

                    	
                         

                    	
                         

                    
	
                        /s/ LeRoy T. Carlson, Jr.

                    	
                         

                    	
                        5/15/2017

                    
	
                        Chairman

                    	
                         

                    	
                        Date

                    


             

        
            

                 

                	
                             

                        


                 

            

        

        

        
        
                 

            

        

            Exhibit A

            Administrative Guidelines

             

            	
                        PLAN YEAR EFFECTIVE DATES

                    	
                        January 1, 2017 – December 31, 2017

                    
	
                        GENERAL ADMINISTRATION

                         

                    	
                        The target annual bonus payout for plan participants will be based on the executive officer’s base earnings paid during the bonus period.  Base earnings include base wages, paid time off, and any differential pay (excludes short-term disability pay, bonuses and any additional compensation not related to base earnings).

                    
	
                        VESTING

                    	
                        The bonus does not vest and no bonus shall be paid unless the executive officer remains employed through the actual bonus payout date. Special rules apply to those executive officers who retire or die before the actual bonus payout date (see below).

To the extent and only to the extent that any bonus is paid for the plan year, such bonus shall be deemed to have been earned on December 31, 2017.  

                    
	
                        NEW HIRE ELIGIBILITY

                         

                    	
                        Eligibility for participation in this plan and any payout will be determined at the discretion of the President and CEO.

                    
	
                        SEPARATION PRIOR TO PAYOUT VESTING DATE

                    	
                        Not eligible for a payout unless separation is due to retirement or death (see below), or unless approved by the President and CEO.

                    
	
                         

                        RETIREMENT 
Prior to Payout Vesting Date

                    	
                         

                        Executive officer must be at least age 55 and have a minimum of 10 years of 401(k) vesting service at time of retirement to be eligible for a payout (unless otherwise approved by the President and CEO).

                    
	
                         

                        DEATH
Prior to Payout Vesting Date

                         

                    	
                         

                        In the event of death or retirement during the plan year (1/1 – 12/31) a prorated bonus for time worked at target (100% plan attainment) will be paid.  The payout will be made as soon as administratively possible following the date of the event (but no later than the Bonus Payout Date, as described below).

In the event of death or retirement after the plan year, but before the payout date for the plan year, a participant will be eligible to receive a bonus for time worked in the prior year based upon actual plan attainment (company, chairman assessment and individual performance), or if actual plan attainment is not available on the date of the event, at target (100% plan attainment).  The payout will be made as soon as administratively possible following the date of the event (but no later than the Bonus Payout Date, as described below).

                    
	
                        LEAVE OF ABSENCE

                         

                    	
                        A leave of absence includes the following:  Short-term Disability, FMLA Leave of Absence, Unpaid Medical Leave of Absence, Military Service Leave of Absence and Personal Leave of Absence.  Bonus payouts will be prorated for any portion of the plan year for which the executive officer had unpaid hours.  Unpaid hours are defined as those hours where accrued benefit time (i.e. sick, vacation, personal, etc.) was NOT applied to the leave of absence.

                    
	
                        TRANSFERS/PROMOTIONS DURING PLAN YEAR

                         

                    	
                        Within/ Between Annual Plans:
If an executive officer is promoted / transferred within or between annual incentive plan(s), no prorations will be made in determining the executive officer’s bonus.  The executive officer’s bonus will be based on the executive officer’s plan as of 12/31/17.  

Between an Annual Plan and a Quarterly or Monthly Plan:
Prorated payouts from both positions/plans will be determined following the end of the plan year.  The following factors will be considered in the determination of the payout: both plan’ attainment percentages, individual performance in each job/plan, the last base salary from each position occupied during the plan year (if applicable), target incentive assigned for each position’s pay grade, and percentage of time worked in each position/plan during the plan year.

                    
	
                        TRANSFERS TO/ FROM TDS DURING THE PLAN YEAR

                         

                    	
                        If an executive officer transfers to/from another TDS business unit, he/she will be eligible to receive a prorated payout based on the factors listed above. 

                    
	
                        BONUS PAYOUT DATE

                         

                    	
                        Bonuses are to be paid during the period commencing on January 1, 2018 and ending on March 15, 2018. Historically, bonuses have been paid in March on or before March 15th of the year following the end of the plan year (12/31).  Notwithstanding the foregoing, in the event that payment by March 15, 2018 is administratively impracticable and such impracticability was unforeseeable (in each case, such that the payment continues to qualify as a “short-term deferral” within the meaning of section 409A of the Internal Revenue Code), payment will be made as soon as administratively practicable after March 15, 2018, but in no event later than December 31, 2018.  Payment will be in the form of a lump sum.