Exhibit








Exhibit 10.5

UNITED STATES CELLULAR CORPORATION
2019 OFFICER ANNUAL INCENTIVE PLAN
Effective January 1, 2019
	
		
	I. 
	Purpose




		
	•
	To provide incentive for the officers of United States Cellular Corporation (“U.S. Cellular” or “Company”) to extend their best efforts towards achieving superior results in relation to key business performance targets;


		
	•
	To reward U.S. Cellular 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 Senior Vice Presidents and Vice Presidents not eligible to participate in the 2019 Executive Officer Annual Incentive Plan are eligible to participate in this 2019 Officer Annual Incentive Plan (“Plan”).   
	
		
	III.
	Performance Measures & Weightings




	
			
	Performance Measures
	Component Weighting
	Overall Plan Weighting

	Consolidated Total  Operating Revenues
	35%
	14%

	Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Accretion
	30%
	12%

	Consolidated Capital Expenditures
	20%
	8%

	Customer Engagement
	15%
	6%

	Company Performance
	 
	40%

	Team Performance 
	 
	40%

	Individual Performance
	 
	20%




	
		
	IV.
	Performance Measures Definitions






Company Performance - Weighting: 40%: 
Actual performance will be assessed against the targeted performance for each performance measure.  The performance measures are defined below:          


Consolidated Total Operating Revenues: Total operating revenues determined on a consolidated company-wide basis and in a manner consistent with U.S. Cellular’s presentation of total operating revenues for external reporting purposes.   
 
Consolidated Adjusted EBITDA (i.e., Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Accretion):  Adjusted EBITDA determined on a consolidated company-wide basis and in a manner consistent with U.S. Cellular’s presentation of Adjusted EBITDA for external reporting purposes, and further adjusted to remove (1) the effects of equity in earnings of unconsolidated entities, determined on a consolidated company-wide basis and in a manner consistent with U.S. Cellular’s presentation of equity in earnings of unconsolidated entities for external reporting purposes, and (2) expenses associated with the annual bonus and performance share unit plans.   
 
Consolidated Capital Expenditures:  Capital expenditures determined on a consolidated company-wide basis and in a manner consistent with 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.
 


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Customer Engagement:  Customer Engagement as measured by the Loyalty Index Score from the Customer Engagement Total Experience Survey.  The Loyalty Index Score is a calculated score of customers’ responses based on their overall experience of U.S. Cellular, including overall brand, network and customer experience, laddering to overall satisfaction, likelihood to recommend and likelihood to continue to do business with U.S. Cellular. 


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. 




Team Performance - Weighting: 40%:     
Each eligible officer will have approximately 3-5 metrics that measure the performance of his or her team / department.  The metrics, targets for the metrics and team performance against these metrics will be determined by the officer’s relevant leader(s).  Any bonus for team performance will be payable according to the table in Section VI, and will be subject to approval by the President and CEO of U.S. Cellular.


Individual Performance - Weighting: 20%:     
Each officer’s overall individual performance for the year will be assessed by his or her immediate leader and where applicable the officer he or she reports up to.  Each officer will be assessed based on the individual performance goals that were set for the year.  Any bonus for individual performance will be payable according to the table in Section VI, and will be subject to approval by the President and CEO of U.S. Cellular.
	
		
	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 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 Officer Annual Incentive Plan, as set forth in this document, represents the general guidelines U.S. Cellular intends to utilize to determine what 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 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 Operating Revenues
	90%
	110%

	Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Accretion
	80%
	120%

	Consolidated Capital Expenditures
	110%
	80%

	Customer Engagement
	95%
	110%












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


	
				
	Performance Measure
	Minimum
	Target
	Maximum

	Consolidated Total Operating Revenues
	50%
	100%
	225%

	Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Accretion
	50%
	100%
	225%

	Consolidated Capital Expenditures
	50%
	100%
	225%

	Customer Engagement
	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.


Team Performance:  


	
		
	Performance Criteria
	% Payout Range

	Far exceeds expectations target performance: Performance greatly exceeded that which was planned and expected.
	150% - 200%

	Exceeds expectations target performance: Performance significantly exceeded that which was planned and expected.
	120% - 150% 

	Meets expectations 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%

	Fails to meet target performance: Given the conditions that prevailed, performance was not sufficient 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%
















	
			
	President and CEO
	 
	Date

	 
	 
	 

	Chairman
	 
	Date




















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Exhibit A 
Administrative Guidelines


	
		
	PLAN YEAR EFFECTIVE DATES
	January 1, 2019 - December 31, 2019

	GENERAL ADMINISTRATION
	The target annual bonus payout for Plan participants will be based on the 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 officer remains employed through the actual bonus payout date. Special rules apply to those 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, 2019.  

	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


RETIREMENT 
Prior to Payout Vesting Date




DEATH
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. 


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).


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, team 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, Plan Parental Leave, 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 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 officer is promoted / transferred within or between annual incentive plan(s), no pro-rations will be made in determining the officer’s bonus.  The officer’s bonus will be based on the officer’s plan as of 12/31/19.  


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 plans’ attainment percentages, individual performance in each job/plan,  the last base earnings 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 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
	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, 2020 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, 2020, but in no event later than December 31, 2020.  Payment will be in the form of a lump sum.










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