EXHIBIT 10.6


 


FOURTH AMENDMENT


TO THE


UNITED STATES CELLULAR
CORPORATION


2005 LONG-TERM INCENTIVE PLAN


 


WHEREAS, United
States Cellular Corporation, a Delaware corporation (the “Corporation”) 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 Corporation (the “Board”)
may amend the Plan as it deems advisable, subject to any requirement of
shareholder approval;


 


WHEREAS, the Board
desires to amend the Plan to change in certain minor respects the tax
withholding procedure utilized under the Plan; and


 


WHEREAS, such
amendment to the Plan is not material and is not required to be submitted for
approval by shareholders of the Corporation.


 


NOW, THEREFORE, BE IT RESOLVED, that
effective as of December 5, 2007, the Plan hereby is amended as follows:


 


1.        The final two sentences of Section
4.4(a) hereby are amended in their entirety to read as follows:


 


Any fraction of a share of Stock which would be
required to satisfy the aggregate of such purchase price and the withholding
taxes with respect to the award, as described in Section 9.6, shall be
disregarded and the remaining amount due shall be paid in cash by the option
holder. No share of Stock shall be delivered until the full purchase price
therefore and the withholding taxes thereon have been paid (or arrangement has
been made for such payment to the Company’s satisfaction).


 


2.        Section 4.4(b) hereby is amended in its
entirety to read as follows:


 


(b)           Purchase Price Payment by Officers.
The holder of an option awarded to an Officer before March 7, 2006 may pay for
the shares of Stock to be purchased pursuant to the exercise of such option (i)
by any of the methods set forth in Section 4.4(a) or (ii) by authorizing the
Company to withhold whole shares of Stock which would otherwise be delivered
having a Fair Market Value, determined as of the date of exercise, equal to the
aggregate purchase price payable by reason of such exercise, in each case to
the extent authorized by the Committee. Payment for shares of Stock to be
purchased pursuant to the exercise of an option granted to an Officer on or
after March 7, 2006 shall be by (i) the delivery of Mature Shares having a Fair
Market Value, determined as of the date of exercise, equal to the aggregate
purchase price payable by reason of such exercise or (ii) authorizing the
Company to withhold whole shares of Stock which would otherwise be delivered
having a Fair Market Value, determined as of the date of exercise, equal to the
aggregate purchase price payable by reason of such exercise. Any fraction of a
share of Stock which would be required to satisfy the 


 

















 


aggregate of such purchase price and the withholding
taxes with respect to the award, as described in Section 9.6, shall be
disregarded and the remaining amount due shall be paid in cash by the option
holder. No share of Stock shall be delivered until the full purchase price
therefore and the withholding taxes thereon have been paid (or arrangement has
been made for such payment to the Company’s satisfaction).


 


3.        Section 9.6 hereby is amended in its
entirety to read as follows:


 


9.6           Tax Withholding. The Company
shall have the right to require, prior to the issuance or delivery of any
shares of Stock or the payment of any cash pursuant to an award made hereunder,
payment by the holder of any federal, state, local or other taxes which may be
required to be withheld or paid in connection with the award. Such payment
shall be in accordance with Section 9.6(a), (b) or (c), as applicable. Shares
of Stock to be withheld or delivered pursuant to this Section 9.6 may not have
an aggregate Fair Market Value in excess of the amount determined by applying
the minimum statutory withholding rate. Any fraction of a share of Stock which
would be required to satisfy the aggregate of the tax withholding obligation
and the purchase price for the award, if any, shall be disregarded and the remaining
amount due shall be paid in cash by the holder. No share of Stock shall be
delivered until the withholding taxes thereon have been paid (or arrangement
has been made for such payment to the Company’s satisfaction).


 


(a)           Methods of Tax Withholding
Applicable to Awards Granted prior to March 7, 2006. An Agreement
evidencing an award granted prior to March 7, 2006 may provide for the
withholding of taxes by any of the following means:  (i) a cash payment to the Company, (ii)
authorizing the Company to withhold whole shares of Stock which otherwise would
be delivered to the holder, the aggregate Fair Market Value of which shall be
determined as of the date the obligation to withhold or pay taxes arises in
connection with the award (the “Tax Date”), or an amount of cash which
otherwise would be payable to the holder, (iii) delivery to the Company of
previously-owned whole shares of Stock, the aggregate Fair Market Value of
which shall be determined as of the Tax Date, (iv) in the case of the exercise
of an option and to the extent legally permissible, a cash payment by a
broker-dealer acceptable to the Company to whom the option holder has submitted
an irrevocable notice of exercise or (v) any combination of (i), (ii) and
(iii).


 


(b)           Methods of Tax Withholding
Applicable to Awards Granted on or after March 7, 2006 but prior to September
14, 2006. An Agreement evidencing an option granted to an Officer during
the period commencing on March 7, 2006 and ending on September 13, 2006 shall
provide that all tax withholding shall be satisfied either by (i) authorizing
the Company to withhold whole shares of Stock which otherwise would be
delivered to the holder, the aggregate Fair Market Value of which shall be
determined as of the Tax Date or (ii) delivery to the Company of
previously-owned whole shares of Stock, the aggregate Fair Market Value of
which shall be determined as of the Tax Date. An Agreement evidencing any other
award granted during the period commencing on 


 


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March 7, 2006 and ending on September 13, 2006 may
provide for the withholding of taxes by any of the methods set forth in Section
9.6(a).


 


(c)           Methods of Tax Withholding
Applicable to Awards Granted on or after September 14, 2006. An Agreement
evidencing an option granted on or after September 14, 2006 to an employee who
is not an Officer may provide for the withholding of taxes by any of the
methods set forth in Section 9.6(a). An Agreement evidencing any other award
granted on or after September 14, 2006 shall provide that all tax withholding
shall be satisfied either by (i) authorizing the Company to withhold whole
shares of Stock which otherwise would be delivered to the holder, the aggregate
Fair Market Value of which shall be determined as of the Tax Date, or an amount
of cash which otherwise would be payable to the holder or (ii) delivery to the
Company of previously-owned whole shares of Stock, the aggregate Fair Market
Value of which shall be determined as of the Tax Date. Notwithstanding the
foregoing, withholding of employment taxes owed in connection with a Deferred
Compensation Account may be satisfied by a cash payment to the Company.


 


* * * * * *


 


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IN WITNESS WHEREOF, the
undersigned has executed this Fourth Amendment as of this 5th day of December,
2007.


 


 


	
   

  	
  UNITED
  STATES CELLULAR CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T.
  Campbell

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  EVP – Finance ,
  CFO & Treasurer

  	
   

  



 


 


 


SIGNATURE PAGE TO


FOURTH AMENDMENT TO


UNITED STATES CELLULAR
CORPORATION


2005 LONG-TERM INCENTIVE PLAN