EXHIBIT
10.4


 


SECOND AMENDMENT


TO THE


UNITED STATES CELLULAR
CORPORATION


2005 LONG-TERM INCENTIVE PLAN


 


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


 


WHEREAS, the Board
of Directors of the Corporation (the “Board”) previously determined that
certain officers of the Corporation are required to pay the exercise price of,
and satisfy tax withholding obligations with respect to, stock options granted
to them on or after March 7, 2006 either by (i) authorizing the Corporation to
withhold whole Common Shares of the Corporation which otherwise would be
delivered as a result of the settlement of the award (“Share Netting”) or (ii)
delivery to the Corporation of previously-acquired Common Shares of the
Corporation (“Share Delivery”);


 


WHEREAS, the Board
has determined that it is in the best interests of the Corporation that the tax
withholding obligations with respect to all newly granted awards under the
Plan, with the exception of stock options granted to recipients who are not
officers, be satisfied either by Share Netting or Share Delivery;


 


WHEREAS, in order to
facilitate the prompt delivery of shares when Share Netting is utilized to pay
the exercise price of a stock option or to satisfy the tax withholding
obligations with respect to an award, the Board desires to permit the
Corporation to withhold a number of whole Common Shares of the Corporation that
exceeds by a fraction of one share the number of Common Shares of the
Corporation necessary to satisfy the aggregate of the exercise price, if any,
and tax withholding obligations with respect to such award; provided, however,
that the Corporation shall deliver to the award holder, as soon as
administratively practicable after the settlement of the award, a cash payment
equal to the value of the excess fractional Common Share so withheld (such
procedure hereinafter referred to as “Limited Excess Share Withholding”);


 


WHEREAS, pursuant to
Section 9.2 of the Plan, the Board may amend the Plan as it deems advisable,
subject to any requirement of stockholder approval; and


 


WHEREAS, the Board
desires to amend the Plan (i) to require that the tax withholding obligations
with respect to all awards granted on or after September 14, 2006, with the
exception of stock options granted to recipients who are not officers, be
satisfied either by Share Netting or Share Delivery and (ii) to permit Limited
Excess Share Withholding.


 


NOW, THEREFORE, BE IT RESOLVED, that
effective as of  September 14, 2006, the Plan
hereby is amended as follows:


 

















 


1.                                       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, of no less than 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 (provided that any fractional Mature Share which would
be required to pay such purchase price shall be disregarded and the remaining
amount due shall be paid in cash by the option holder) 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, of
no less than the aggregate purchase price payable by reason of such exercise. No
share of Stock shall be delivered until the full purchase price therefor and
any withholding taxes thereon, as described in Section 9.6, have been paid (or
arrangement has been made for such payment to the Company’s satisfaction).


 


2.                                       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; provided,
however, that the Company may withhold a number of whole shares of Stock
that exceeds by a fraction of one share the number of shares of Stock with an
aggregate Fair Market Value equal to the aggregate of (A) the amount determined
by applying the minimum statutory withholding rate and (B) in the case of the
exercise of an option, the purchase price, provided that the Company delivers
to the holder, as soon as administratively practicable after the settlement of
the award, a cash payment equal to the Fair Market Value of the excess
fractional share so withheld.


 


(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 (provided that any fractional
share which would be required to be delivered to satisfy the tax withholding
obligation shall be disregarded and the remaining amount due shall be paid in
cash by the holder), (iv) in the case of the exercise of an 


 


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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 (provided that any fractional
share which would be required to be delivered to satisfy the tax withholding
obligation shall be disregarded and the remaining amount due shall be paid in
cash by the holder). An Agreement evidencing any other award granted during the
period commencing on 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
(provided that any fractional share which would be required to be delivered to
satisfy the tax withholding obligation shall be disregarded and the remaining
amount due shall be paid in cash by the holder).


 


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IN WITNESS WHEREOF, the
undersigned has executed this amendment as of this 14th day of
September, 2006.


 


 


	
   

  	
  UNITED STATES CELLULAR CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth R.
  Meyers

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Executive Vice
  President - Finance

  



 


 


 


SIGNATURE PAGE TO


SECOND AMENDMENT TO


UNITED STATES CELLULAR
CORPORATION


2005 LONG-TERM INCENTIVE PLAN


 


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