Exhibit 10.2


 


UNITED STATES CELLULAR CORPORATION


 


GUIDELINES FOR THE DETERMINATION OF ANNUAL BONUS


FOR PRESIDENT AND CHIEF EXECUTIVE OFFICER


(Effective for Performance Years Commencing 


On or After January 1, 2014)


 


I.    PURPOSE


►      To provide incentive for the President
and Chief Executive Officer (the “President”) of United States Cellular
Corporation (the “Company”) to extend his best efforts toward achieving
superior results with respect to Company performance;


►      To reward the President in relation to
his success in meeting and exceeding performance targets and otherwise
contributing to the success of the Company; and


►      To help the Company retain the President,
a talented leader in a position of critical importance to the success of the
Company.


 


II. 
 BONUS AMOUNT


The
Chairman of the Company (the “Chairman”) in his sole discretion determines
whether an annual bonus will be payable to the President for a performance year
and, if so, the amount of such bonus.  Factors that may be considered by the
Chairman in making such determination include the following:


►      the level of achievement of the Company,
on a short-term and long-term basis, measured against performance objectives
and compared with that of peer companies;


►      the President’s individual performance,
on a short-term and long-term basis, with respect to his leadership of the
Company, the development and maintenance of effective working relationships
across the enterprise, his stated personal objectives and his other duties and
responsibilities;


►      the total cash compensation paid to chief
executive officers of peer companies, including those which are divisions or
subsidiaries of parent companies; and


►      other factors that the Chairman in the
exercise of his judgment and discretion determines relevant.


No
single factor shall be determinative and no factor shall be applied
mechanically to calculate any portion of the President’s bonus.  The entire
amount of the bonus is discretionary.  The President shall have no right or
expectation with respect to any bonus and no bonus shall vest until the date
the bonus is paid.  To the extent and only to the extent that any bonus is paid
for a performance year, such bonus shall be deemed to have been earned on
December 31 of that performance year.


 


III.  BONUS PAYMENT


Any
bonus awarded with respect to a performance year shall be paid during the
period commencing on the January 1 immediately following the performance year
and ending on the March 15 immediately following the performance year. 
Notwithstanding the foregoing, in the event that payment by such March 15th
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 such March 15th, but in no event later than the December 31
immediately following the performance year.  Payment will be in the form of a
lump sum.   


 


Notwithstanding
any provision of these guidelines to the contrary, the President does not have
a legally binding right to a bonus unless and until the bonus amount, if any,
is paid.


 


IV.  AMENDMENT AUTHORITY


The
Chairman reserves the right to amend the guidelines set forth herein at any
time for any reason.


 


                APPROVED
by the CHAIRMAN of UNITED STATES CELLULAR CORPORATION on this 19th
day of August, 2014.


 


	
    

  	
    

  	
  LeRoy T.
  Carlson, Jr.

  
	
    

  	
    

  	
  LeRoy T.
  Carlson, Jr.