EXHIBIT 10.5


 


THIRD
AMENDMENT


TO THE


UNITED
STATES CELLULAR CORPORATION


2005
LONG-TERM INCENTIVE PLAN


 


WHEREAS,
United States Cellular Corporation, a Delaware corporation (the “Company”) has
adopted and maintains the United States Cellular Corporation 2005 Long-Term
Incentive Plan (the “Plan”) for the benefit of certain key executives and
management personnel;


 


WHEREAS,
pursuant to Section 9.2 of the Plan, the Board of Directors of the Company (the
“Board”) may amend the Plan as it deems advisable, subject to any requirement
of shareholder approval;


 


WHEREAS,
Section 9.8 of the Plan provides for adjustment of awards under the Plan in the
event of an equity restructuring of the Company or certain other changes in
capitalization or events impacting the Company (an “Adjustment Event”);


 


WHEREAS, the
Company’s accountants have notified the Board that Statement of Financial
Accounting Standards No. 123(R)—Share-Based Payment provides that companies
that adjust their stock-based compensation awards to preserve their value after
an equity restructuring event may incur significant incremental compensation
costs unless the adjustment is required to be made; and


 


WHEREAS,
although the Board interprets the current provisions of Section 9.8 of the Plan
to require adjustment of awards under the Plan upon an Adjustment Event, it
desires to amend Section 9.8 in certain minor respects to eliminate any
question as to the mandatory nature of such adjustment.


 


NOW, THEREFORE, BE IT RESOLVED,
that effective as of the latest date on which this Third Amendment is approved
by a member of the Board, Section 9.8 of the Plan hereby is amended in its
entirety to read as follows:


 


9.8      Adjustment.
In the event of any conversion, stock split, stock dividend, recapitalization,
reclassification, reorganization, merger, consolidation, combination of shares
in a reverse stock split, exchange of shares, liquidation, spin-off or other
similar change in capitalization or event, or any distribution to holders of
Stock other than a regular cash dividend, the number and class of securities
available under the Plan, the maximum number of securities with respect to
which options or SARs, or a combination thereof, Restricted Stock Awards or
Restricted Stock Unit Awards may be granted during any calendar year to any
employee, the maximum amount payable in connection with a Performance Award for
any Performance Period, the maximum number of securities with respect to which
Incentive Stock Options may be granted under the Plan, the number and class of
securities subject to each outstanding option and the purchase price per
security, the terms of each outstanding SAR, the number and class of securities
subject to each outstanding Restricted Stock Award and Restricted Stock Unit
Award, the terms of each outstanding Performance Award and the number and class
of securities deemed to be held in each Deferred Compensation 


 

















 


Account shall be appropriately and
equitably adjusted by the Committee, such adjustment to be made in the case of
outstanding options and SARs without an increase in the aggregate purchase
price or base price. Such adjustment shall be final, binding and conclusive. If
such adjustment would result in a fractional security being (a) available under
the Plan, such fractional security shall be disregarded, or (b) subject to an
award under the Plan, the Company shall pay the holder of such award, in
connection with the first vesting, exercise or settlement of such award in
whole or in part occurring after such adjustment, an amount in cash determined
by multiplying (i) the fraction of such security (rounded to the nearest
hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on the
vesting, exercise or settlement date over (B) the purchase or base price, if
any, of such award.


 


* * * * *


 


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IN WITNESS WHEREOF,
the undersigned has executed this Third Amendment as of this 29th
day of August, 2007.


 


 


	
   

  	
  UNITED STATES CELLULAR
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LeRoy T. Carlson, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chairman

  



 


 


 


SIGNATURE
PAGE TO


THIRD
AMENDMENT TO


UNITED
STATES CELLULAR CORPORATION


2005
LONG-TERM INCENTIVE PLAN


 


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