Exhibit 10.1

  
	
   

  






UNITED STATES
CELLULAR CORPORATION


2015 EXECUTIVE
OFFICER ANNUAL INCENTIVE PLAN


Effective January 1,
2015


I.             PURPOSE


Ø 
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;


Ø 
To reward U.S. Cellular executive
officers in relation to their success in meeting and exceeding the performance
targets; and


Ø 
To help U.S. Cellular 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 2015 Executive Officer Annual
Incentive Plan (“Plan”).  Executive officers includes 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

  	
  40%

  	
  24%

  
	
  Consolidated Adjusted Earnings
  Before Interest, Taxes, Depreciation and Amortization 

  	
  35%

  	
  21%

  
	
  Consolidated Capital
  Expenditures

  	
  25%

  	
  15%

  
	
  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.


 


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 overall 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.


§ 
Associate
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:


 


§ 
Evaluation of
the executive officer’s performance in the above areas.


§ 
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.  U.S. Cellular reserves
the right to amend or discontinue the Plan at any time, with or without
notice.  


 


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 program shall not be
construed as an employment contract or as a promise of continuing employment
between U.S. Cellular and the associate.  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.  


 


	
  /s/ Kenneth R.
  Meyers

  	
    

  	
  4/6/15

  	
    

  
	
  President and
  CEO

  	
    

  	
  Date

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
  /s/ LeRoy T.
  Carlson, Jr.

  	
    

  	
  4/17/15

  	
    

  
	
  Chairman

  	
    

  	
  Date

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  









 






 







 





 





VI.          BONUS RANGES AS A PERCENT OF
TARGET


 


The bonus ranges were set to
reinforce the Company’s pay for performance culture.  Minimum performance
levels for each component need to be achieved before any bonus is earned. 
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

  	
  105%

  	
  90%

  






 


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%

  






 


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%

  









 






 







 





 





Exhibit
A 


Administrative
Guidelines


 


	
  PLAN YEAR EFFECTIVE DATES:

  	
  January 1, 2015 – December
  31, 2015

  
	
  GENERAL ADMINISTRATION:

  	
  The target annual bonus
  payout for plan participants will be based on the associate’s base salary as
  of December 31, 2015.  

   

  
	
  VESTING

  	
  The bonus does not vest and
  no bonus shall be paid unless the associate remains employed through the
  actual bonus payout date. Special rules apply to those associates 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, 2015.  

  
	
  SEPARATION PRIOR TO PAYOUT VESTING DATE

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

  
	
  NEW HIRE ELIGIBILITY

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

  
	
  RETIREMENT / DEATH    

  Prior
  to Payout Vesting Date

  	
  Payout based on a proration
  for time worked during the plan year. 

  
	
   

  Leave of Absence
  (Including FMLA and Military)

   

  	
   

  Associates on Leave of Absence are
  eligible for a payout based on proration for time worked during the plan
  year, individual performance and the plan component attainment
  percentages.                                                                        
                                                            

  
	
  TRANSFERS/PROMOTIONS DURING PLAN YEAR

  Within/ Between Annual Plans:

   

   

   

   

  Between an Annual Plan and a Quarterly or Monthly Plan:

   

   

  	
   

   

  If an associate is promoted /
  transferred within or between annual incentive plan(s), no prorations will be
  made in determining the associate’s target bonus.  The associate’s target
  bonus will be based on the associate’s plan as of 12/31/15.  

   

  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
  plans’ 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 associate transfers
  to/from another TDS business unit, he/she will 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, 2016 and ending on March 15, 2016. 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, 2016 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, 2016, but in no event
  later than December 31, 2016.  Payment will be in the form of a lump sum.