Exhibit 10.2


              


 


 


 


2013
LONG-TERM INCENTIVE PLAN


<<YEAR>> RESTRICTED STOCK UNIT AWARD
AGREEMENT


 


United
States Cellular Corporation, a Delaware corporation (the "Company"),
hereby grants to 


<<NAME>> (the "Employee") as of
<<GRANT DATE>> (the "Grant Date"), pursuant to the
provisions of the United States Cellular Corporation 2013 Long-Term Incentive
Plan (the "Plan"), a Restricted Stock Unit Award (the
"Award") with respect to <<# OF SHARES>> shares of
Common Stock, upon and subject to the restrictions, terms and conditions set
forth below.  Capitalized terms not defined herein shall have the meanings
specified in the Plan.


 


1.     Award
Subject to Acceptance of Award Agreement


 


The
Award shall become null and void unless the Employee accepts this Award
Agreement by executing it in the space provided at the end hereof and returning
it to the Company.


 


2.     Restriction
Period and Forfeiture


 


(a) 
In General.  Except as otherwise provided in this Award Agreement, the
Award shall become nonforfeitable and the Restriction Period with respect to
the Award shall terminate on the third annual anniversary of the Grant Date
(the “Three-Year Anniversary Date”), provided that the Employee remains
continuously employed by the Employers and Affiliates until the Three-Year
Anniversary Date.  Within sixty (60) days following the Three-Year Anniversary
Date, the Company shall issue to the Employee in a single payment the shares of
Common Stock subject to the Award on the Three-Year
Anniversary Date. 


 


(b) 
Death.  If the Employee has a Separation from Service prior to the
Three-Year Anniversary Date by reason of death, then on the date of the
Employee’s death the Award shall become nonforfeitable and the Restriction
Period with respect to the Award shall terminate.  Within sixty (60) days
following the date of the Employee’s death, the Company shall issue to the
Employee’s designated beneficiary in a single payment the shares of Common
Stock subject to the Award. 


 


(c) 
Disability.  If the Employee has a Separation from Service prior to the
Three-Year Anniversary Date by reason of Disability, then on the date of the
Employee’s Separation from Service the Award shall become nonforfeitable and
the Restriction Period with respect to the Award shall terminate.  The Company
shall issue the shares of Common Stock subject to the Award in a single payment
within sixty (60) days following the date of the Employee’s Separation from
Service; provided, however, that if the
Award is subject to section 409A of the Code, and if the Employee is a
Specified Employee as of the date of his or her Separation from Service, then
such payment shall be delayed until and made during the seventh calendar month
following the calendar month during which the Employee’s Separation from
Service occurs (or, if earlier, the calendar month following the calendar month
of the Employee’s death).  For purposes of this Award Agreement, “Disability”
shall mean a total physical disability which, in the Committee’s judgment,
prevents the Employee from performing substantially his or her employment
duties and responsibilities for a continuous period of at least six months.


 


(d) 
Retirement at or after Attainment of Age 66.  If the Employee has a
Separation from Service on or after January 1, <<YEAR FOLLOWING YEAR OF
GRANT>> but prior to the Three-Year Anniversary Date by reason of
retirement at or after attainment of age 66, then on the date of the Employee’s
Separation from Service the Award shall become nonforfeitable and the
Restriction Period with respect to the Award shall terminate.  The Company
shall issue the shares of Common Stock subject to the Award in a single payment
within sixty (60) days following the date of the Employee’s Separation from
Service; provided, however, that if the
Award is subject to section 409A of the Code, and if the Employee is a
Specified Employee as of the date of his or her Separation from Service, then
such payment shall be delayed until and made during the seventh calendar month
following the calendar month during which the Employee’s Separation from
Service occurs (or, if earlier, the calendar month following the calendar month
of the Employee’s death).  If the Employee has a Separation from Service
prior to January 1, <<YEAR FOLLOWING YEAR OF GRANT>> by reason of
retirement at or after attainment of age 66, then on the date of the Employee’s
Separation from Service the Award shall be forfeited and shall be canceled by
the Company.


 






 







 

(e)  Other Separation from
Service.  If the Employee has a Separation from Service prior to the
Three-Year Anniversary Date for any reason other than death, Disability or
retirement at or after attainment of age 66 (including if the Employee has a
Separation from Service prior to the Three-Year Anniversary Date by reason of
the Employee’s negligence or willful misconduct, in each case as determined by
the Company in its sole discretion, irrespective of whether such separation
occurs on or after the Employee attains age 66), then on the date of the
Employee’s Separation from Service the Award shall be forfeited and shall be
canceled by the Company. 


 


(f) 
Forfeiture of Award and Award Gain upon Competition, Misappropriation,
Solicitation or Disparagement.  Notwithstanding any other provision herein,
if the Employee engages in (i) Competition (as defined in this Section 2(f)
below); (ii) Misappropriation (as defined in this Section 2(f) below); (iii)
Solicitation (as defined in this Section 2(f) below) or (iv) Disparagement (as
defined in this Section 2(f) below), in each case as determined by the Company
in its sole discretion, then (i) on the date of such Competition,
Misappropriation, Solicitation or Disparagement, the Award immediately shall be
forfeited and shall be canceled by the Company and (ii) in the event that the
Award became nonforfeitable within the twelve months immediately preceding such
Competition, Misappropriation, Solicitation or Disparagement, the Employee
shall pay the Company, within five business days of receipt by the Employee of
a written demand therefore, an amount in cash determined by multiplying the
number of shares of Common Stock subject to the Award (without reduction for
any shares of Common Stock delivered by the Employee or withheld by the Company
pursuant to Section 4.3) by the Fair Market Value of a share of Common Stock on
the date that the Award became nonforfeitable.  The Employee acknowledges and
agrees that the Award, by encouraging stock ownership and thereby increasing an
employee’s proprietary interest in the Company’s success, is intended as an
incentive to participating employees to remain in the employ of the Employers
or an Affiliate.  The Employee acknowledges and agrees that this Section 2(f)
is therefore fair and reasonable, and not a penalty.


 


The
Employee may be released from the Employee’s obligations under this Section
2(f) only if and to the extent the Committee determines in its sole discretion
that such release is in the best interests of the Company.


 


The
Employee agrees that by executing this Award Agreement the Employee authorizes
the Employers and any Affiliate to deduct any amount owed by the Employee
pursuant to this Section 2(f) from any amount payable by the Employers or any
Affiliate to the Employee, including, without limitation, any amount payable to
the Employee as salary, wages, vacation pay or bonus.  The Employee further
agrees to execute any documents at the time of setoff required by the Employers
and any Affiliate in order to effectuate the setoff.  Should the Employee fail
to do so and the Employers and/or any Affiliate institute a legal action
against the Employee to recover the amounts due, the Employee agrees to
reimburse the Employers and/or any Affiliate for their reasonable attorneys’
fees and litigation costs incurred in recovering such amounts from the
Employee.  This right of setoff shall not be an exclusive remedy and an
Employer’s or an Affiliate’s election not to exercise this right of setoff with
respect to any amount payable to the Employee shall not constitute a waiver of
this right of setoff with respect to any other amount payable to the Employee
or any other remedy.  


 




 





 





For purposes of this Award
Agreement, “Competition” shall mean that the Employee, directly or indirectly,
individually or in conjunction with any Person, during the Employee’s
employment with the Employers and the Affiliates and for the twelve months
after the termination of that employment for any reason, other than on any
Employer’s or Affiliate’s behalf (i) has contact with any customer of an Employer
or Affiliate or with any prospective customer which has been contacted or
solicited by or on behalf of an Employer or Affiliate for the purpose of
soliciting or selling to such customer or prospective customer the same or a
similar (such that it could substitute for) product or service provided by an
Employer or Affiliate during the Employee’s employment with the Employers and
the Affiliates; or (ii) becomes employed in the business or engages in the
business of providing wireless products or services in any county or county
contiguous to a county in which an Employer or Affiliate provided such products
or services during the Employee’s employment with the Employers and the
Affiliates or had plans to do so within the twelve month period immediately following
the Employee’s termination of employment.  



For purposes of this Award Agreement, “Misappropriation” shall mean that the
Employee (i) uses Confidential Information (as defined below) for the benefit
of anyone other the Employers or an Affiliate, as the case may be, or discloses
the Confidential Information to anyone not authorized by the Employers or an
Affiliate, as the case may be, to receive such information; (ii) upon
termination of employment, makes any summaries of, takes any notes with respect
to or memorizes any Confidential Information or takes any Confidential
Information or reproductions thereof from the facilities of the Employers or an
Affiliate or (iii) upon termination of employment or upon the request of the
Employers or an Affiliate, fails to return all Confidential Information then in
the Employee’s possession.  “Confidential information” shall mean any
confidential and proprietary drawings, reports, sales and training manuals,
customer lists, computer programs and other material embodying trade secrets or
confidential technical, business or financial information of the Employers or
an Affiliate.  



For purposes of this Award Agreement, “Solicitation” shall mean that the
Employee, directly or indirectly, individually or in conjunction with any
Person, during the Employee’s employment with the Employers and the Affiliates
and for the twelve months after the termination of that employment for any
reason, other than on any Employer’s or Affiliate’s behalf, solicits, induces
or encourages (or attempts to solicit, induce or encourage) any individual away
from any Employer’s or Affiliate’s employ or from the faithful discharge of
such individual’s contractual and fiduciary obligations to serve the Employers’
and Affiliates’ interests with undivided loyalty.



For purposes of this Award Agreement, “Disparagement” shall mean that the
Employee has made a statement (whether oral, written, or electronic) to any
Person other than to an officer of an Employer or an Affiliate that disparages
or demeans the Employers, any Affiliate, or any of their respective owners,
directors, officers, employees, products or services.


 


3.     Change
in Control


 


(a)   In
General.  Notwithstanding any provision in the Plan or any other provision
of this Award Agreement, in the event of a Change in Control, the Board (as
constituted prior to such Change in Control)  may in its discretion, but shall
not be required to, make such adjustments to the Award as it deems appropriate,
including, without limitation:  (i) causing the Award to become nonforfeitable
in whole or in part; and/or (ii) to the extent permitted by section 409A of the
Code, causing the Restriction Period with respect to the Award to lapse in full
or in part and payment of the Award, to the extent the Restriction Period has
lapsed, to occur within sixty (60) days following the occurrence of the Change
in Control (the “Change in Control Payment Period”); and/or (iii) substituting
for some or all of the shares of Common Stock subject to the Award the number
and class of shares into which each outstanding share of Common Stock shall be
converted pursuant to the Change in Control, with an appropriate and equitable
adjustment to the Award as determined by the Committee in accordance with
Section 4.5 below and/or (iv) to the extent permitted under section 409A of the
Code, requiring that the Award, in whole or in part, be surrendered to the
Company by the holder thereof and be immediately canceled by the Company and
providing that the holder of the Award receive, within the Change in Control
Payment Period, (X) a cash payment in an amount equal to the number of shares
of Common Stock then subject to the portion of the Award surrendered, to the
extent the Restriction Period on the Award has lapsed or will lapse pursuant to
this Section 3(a), multiplied by the Fair Market Value of a share of Common
Stock as of the date of the Change in Control; (Y) shares of capital stock of
the corporation resulting from or succeeding to the business of the Company
pursuant to the Change in Control, or a parent corporation thereof, having a
fair market value not less than the amount determined under clause (X) above;
or (Z) a combination of the payment of cash pursuant to clause (X) above and
the issuance of shares pursuant to clause (Y) above.


 


(b)   Definition
of Change in Control.  For purposes of the Plan and this Award Agreement, a
"Change in Control" shall mean: 


 






 







 

(1)  the acquisition by any
Person, including any "person" within the meaning of section 13(d)(3)
or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of
Rule 13d-3 promulgated under the Exchange Act, of the then outstanding
securities of the Company (the “Outstanding Voting Securities”) (x) having
sufficient voting power of all classes of capital stock of the Company to elect
at least 50% or more of the members of the Board or (y) having 50% or more of
the combined voting power of the Outstanding Voting Securities entitled to vote
generally on matters (without regard to the election of directors), excluding,
however, the following:  (i) any acquisition directly from the Company or an
Affiliate (excluding any acquisition resulting from the exercise of an
exercise, conversion or exchange privilege, unless the security being so
exercised, converted or exchanged was acquired directly from the Company or an
Affiliate), (ii) any acquisition by the Company or an Affiliate, (iii) any
acquisition by an employee benefit plan (or related trust) sponsored or
maintained by the Company or an Affiliate, (iv) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (3) of this Section 3(b), or (v) any acquisition by the
following Persons:  (A) LeRoy T. Carlson or his spouse, (B) any child of LeRoy
T. Carlson or the spouse of any such child, (C) any grandchild of LeRoy T.
Carlson, including any child adopted by any child of LeRoy T. Carlson, or the
spouse of any such grandchild, (D) the estate of any of the Persons described
in clauses (A)-(C), (E) any trust or similar arrangement (including any
acquisition on behalf of such trust or similar arrangement by the trustees or
similar Persons) provided that all of the current beneficiaries of such trust
or similar arrangement are Persons described in clauses (A)-(C) or their lineal
descendants, or (F) the voting trust which expires on June 30, 2035, or any
successor to such voting trust, including the trustees of such voting trust on
behalf of such voting trust (all such Persons, collectively, the "Exempted
Persons"); 


 


 (2)  individuals who, as of
March 6, 2013, constitute the Board (the "Incumbent Board") cease for
any reason to constitute at least a majority of such Board; provided that any
individual who becomes a director of the Company subsequent to March 6, 2013, and
whose election or nomination for election by the Company's stockholders was
approved by the vote of at least a majority of the directors then comprising
the Incumbent Board, shall be deemed a member of the Incumbent Board; and
provided further, that any individual who was initially elected as a director
of the Company as a result of an actual or threatened solicitation by a Person
other than the Board for the purpose of opposing a solicitation by any other
Person with respect to the election or removal of directors, or any other
actual or threatened solicitation of proxies or consents by or on behalf of any
Person other than the Board shall not be deemed a member of the Incumbent
Board;


 


(3)  consummation of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a "Corporate
Transaction"), excluding, however, a Corporate Transaction pursuant to
which (i) all or substantially all of the Persons who are the beneficial owners
of the Outstanding Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, (x) sufficient
voting power to elect at least a majority of the members of the board of
directors of the corporation resulting from the Corporate Transaction and (y)
more than 50% of the combined voting power of the outstanding securities which
are entitled to vote generally on matters (without regard to the election of
directors) of the corporation resulting from such Corporate Transaction
(including in each of clauses (x) and (y), without limitation, a corporation
which as a result of such transaction owns, either directly or indirectly, the
Company or all or substantially all of the Company's assets), in substantially
the same proportions relative to each other as the shares of Outstanding Voting
Securities are owned immediately prior to such Corporate Transaction, (ii) no
Person (other than the following Persons:  (v) the Company or an Affiliate, (w)
any employee benefit plan (or related trust) sponsored or maintained by the
Company or an Affiliate, (x) the corporation resulting from such Corporate
Transaction, (y) the Exempted Persons, and (z) any Person which beneficially
owned, immediately prior to such Corporate Transaction, directly or indirectly,
50% or more of the Outstanding Voting Securities) will beneficially own,
directly or indirectly, 50% or more of the combined voting power of the
outstanding securities of such corporation entitled to vote generally on
matters (without regard to the election of directors) and (iii) individuals who
were members of the Incumbent Board will constitute at least a majority of the
members of the board of directors of the corporation resulting from such
Corporate Transaction; or


 


(4)  approval by the stockholders
of the Company of a plan of complete liquidation or dissolution of the
Company.  


 


4.     Additional
Terms and Conditions of Award


 


4.1. 
Transferability of Award.  Except pursuant to a beneficiary designation
effective on the Employee's death, the Award may not be sold, transferred,
assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether
by operation of law or otherwise) or be subject to execution, attachment or
similar process.  Upon any attempt to so sell, transfer, assign, pledge,
hypothecate, encumber or otherwise dispose of the Award, the Award and all
rights hereunder shall immediately become null and void.


 


By
accepting the Award, the Employee agrees that if all beneficiaries designated
on a form prescribed by the Company predecease the Employee or, in the case of
corporations, partnerships, trusts or other entities which are designated
beneficiaries, are terminated, dissolved, become insolvent or are adjudicated
bankrupt prior to the date of the Employee’s death, or if the Employee fails to
properly designate a beneficiary on a form prescribed by the Company, then the
Employee hereby designates the following Persons in the order set forth herein
as the Employee’s beneficiary or beneficiaries:  (i) the Employee’s spouse, if
living, or if none, (ii) the Employee’s then living descendants, per stirpes,
or if none, (iii) the Employee’s estate.


 






 







 

4.2.  Investment
Representation.  The Employee hereby represents and covenants that
(a) any shares of Common Stock acquired upon the lapse of restrictions
with respect to the Award will be acquired for investment and not with a view
to the distribution thereof within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), unless such acquisition has been registered
under the Securities Act and any applicable state securities laws; (b) any
subsequent sale of any such shares shall be made either pursuant to an
effective registration statement under the Securities Act and any applicable
state securities laws, or pursuant to an exemption from registration under the
Securities Act and such state securities laws; and (c) if requested by the
Company, the Employee shall submit a written statement, in a form satisfactory
to the Company, to the effect that such representation is true and correct
as of the date of acquisition of any shares hereunder or is true and correct as
of the date of sale of any such shares, as applicable.  As a condition
precedent to the issuance or delivery to the Employee of any shares subject to
the Award, the Employee shall comply with all regulations and requirements of
any regulatory authority having control of or supervision over the issuance or
delivery of the shares and, in connection therewith, shall execute any
documents which the Committee shall in its sole discretion deem necessary or
advisable.


 


4.3. 
Tax Withholding.  The Employee timely shall pay to the Company such
amount as the Company may be required, under all applicable federal, state,
local or other laws or regulations, to withhold and pay over as income or other
withholding taxes (the "Required Tax Payments") with respect to the
Award.  The Employee may elect to satisfy his or her obligation to advance the
Required Tax Payments by (a) authorizing the Company to withhold whole shares
of Common Stock which otherwise would be delivered to the Employee pursuant to
the Award, having an aggregate Fair Market Value determined as of the date the
obligation to withhold or pay taxes arises in connection with the Award or (b)
delivery (either actual delivery or by attestation procedures established by
the Company) to the Company of previously-owned whole shares of Common Stock,
having an aggregate Fair Market Value determined as of the date the obligation
to withhold or pay taxes arises in connection with the Award.  Shares of Common
Stock to be withheld or delivered 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 Common Stock which would be
required to pay the Required Tax Payments shall be disregarded and the
remaining amount due shall be paid in cash by the Employee.  The Employee
agrees that if by the pay period that immediately follows the date that the
Restriction Period with respect to the Award terminates, no cash payment
attributable to any such fractional share shall have been received by the
Company, then the Employee hereby authorizes the Company to deduct such cash
payment from any amount payable by the Company or any Affiliate to the
Employee, including without limitation any amount payable to the Employee as
salary or wages.  


 


Notwithstanding
the foregoing provisions of this Section 4.3, an Employee shall satisfy his or
her obligation to advance employment taxes owed prior to the date that the
Restriction Period with respect to the Award terminates, if any, by a cash
payment to the Company, and the Employee hereby authorizes the Company to
deduct such cash payment from any amount payable by the Company or any Affiliate
to the Employee, including without limitation any amount payable to the
Employee as salary or wages.  


 


The
Employee agrees that the authorizations set forth in this Section 4.3 may be
reauthorized via electronic means determined by the Company.  The Employee may
revoke these authorizations by written notice to the Company prior to any such
deduction.


 


4.4. 
Award Confers No Rights as a Stockholder.  The Employee shall not be
entitled to any privileges of ownership with respect to the shares of Common
Stock subject to the Award unless and until the restrictions on the Award lapse
and the Employee becomes a stockholder of record with respect to such shares.


 


4.5. 
Adjustment.  In the event of any equity restructuring (within the
meaning of Financial Accounting Standards Board Accounting Standards
Codification Topic 718, Compensation—Stock Compensation) that causes the per
share value of shares of Common Stock to change, such as a stock dividend,
stock split, spinoff, rights offering or recapitalization through an
extraordinary dividend, the number and class of shares of Common Stock subject
to the Award shall be appropriately and equitably adjusted by the Committee. 
In the event of any other change in corporate capitalization, including a
merger, consolidation, reorganization or partial or complete liquidation of the
Company, such adjustment described in the foregoing sentence may be made as
determined to be appropriate and equitable by the Committee to prevent dilution
or enlargement of rights of participants.  In either case, such adjustment
shall be final, binding and conclusive.  If such adjustment would result in a
fractional share being subject to the Award, the Company shall pay the holder
of the Award, on the date that the shares with respect to the Award are issued,
an amount in cash determined by multiplying (i) the fraction of such share
(rounded to the nearest hundredth) by (ii) the Fair Market Value of a share on
the date that the Restriction Period with respect to the Award terminates.


 


4.6. 
Compliance with Applicable Law.  The Award is subject to the condition
that if the listing, registration or qualification of the shares of Common
Stock subject to the Award upon any securities exchange or under any law, the
consent or approval of any governmental body or the taking of any other action
is necessary or desirable as a condition of, or in connection with, the
delivery of shares, such shares will not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company. 
The Company agrees to use reasonable efforts to effect or obtain any such
listing, registration, qualification, consent, approval or other action.


 






 







 

4.7.  Delivery of Shares. 
On the date of payment of the Award, the Company shall deliver or cause to be
delivered to the Employee the shares of Common Stock subject to the Award.  The
Company may require that the shares of Common Stock delivered pursuant to the
Award bear a legend indicating that the sale, transfer or other disposition
thereof by the Employee is prohibited except in compliance with the Securities
Act of 1933, as amended, and the rules and regulations thereunder.  The holder
of the Award shall pay all original issue or transfer taxes and all fees and
expenses incident to such delivery, unless the Company in its discretion elects
to make such payment.


 


4.8. 
Award Confers No Rights to Continued Employment or Service.  In no event
shall the granting of the Award or the acceptance of this Award Agreement and
the Award by the Employee give or be deemed to give the Employee any right to
continued employment by or service with the Company or any of its subsidiaries
or affiliates. 


 


4.9. 
Decisions of Committee.  The Committee shall have the right to resolve
all questions which may arise in connection with the Award.  Any
interpretation, determina­tion or other action made or taken by the Committee
regarding the Plan or this Award Agreement shall be final, binding and
conclusive.


 


4.10. 
Company to Reserve Shares.  The Company shall at all times prior to the
cancellation of the Award reserve and keep available, either in its treasury or
out of its authorized but unissued shares of Common Stock, the full number of
shares subject to the Award from time to time.


 


4.11. 
Award Agreement Subject to the Plan.  This Award Agreement is subject to
the provisions of the Plan, as it may be amended from time to time, and shall
be interpreted in accordance therewith.  The Employee hereby acknowledges
receipt of a copy of the Plan.  


 


4.12. 
Award Subject to Clawback.  The Award and any shares of Common Stock
delivered pursuant to the Award are subject to forfeiture, recovery by the
Company or other action pursuant to any clawback or recoupment policy which the
Company may adopt from time to time, including without limitation any such
policy which the Company 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.


 


5.     Miscellaneous
Provisions


 


5.1. 
Successors.  This Award Agreement shall be binding upon and inure to the
benefit of any successor or successors of the Company and any Person or Persons
who shall, upon the death of the Employee, acquire any rights hereunder.


 


5.2. 
Notices.  All notices, requests or other communications provided for in
this Award Agreement shall be made in writing either (a) by actual delivery to
the party entitled thereto, (b) by mailing in the United States mails to
the last known address of the party entitled thereto, via certified or
registered mail, postage prepaid and return receipt requested, (c) by
electronic mail, utilizing notice of undelivered electronic mail features or
(d) by telecopy with confirmation of receipt.  The notice, request or other
communication shall be deemed to be received (a) in case of delivery, on the
date of its actual receipt by the party entitled thereto, (b) in case of
mailing by certified or registered mail, five days following the date of such
mailing, (c) in case of electronic mail, on the date of mailing but only if a
notice of undelivered electronic mail is not received or (d) in case of
telecopy, on the date of confirmation of receipt.  


 


5.3. 
Governing Law.  The Award, this Award Agreement and all determinations
made and actions taken pursuant thereto, to the extent otherwise not governed
by the Code or the laws of the United States, shall be governed by the laws of
the State of Delaware and construed in accordance therewith without giving
effect to principles of conflicts of laws.


 


5.4 
Compliance with Section 409A of the Code.  It is intended that this Award Agreement and the Plan be
exempt from the requirements of section 409A of the Code to the maximum
extent possible.  To the extent section 409A of the Code applies to this Award
Agreement and the Plan, it is intended that this Award Agreement and the Plan
comply with the requirements of section 409A of the Code to the maximum extent
possible.  This Award Agreement and the Plan shall be administered and
interpreted in a manner consistent with this intent.  In the event that
this Award Agreement or the Plan does not comply with section 409A of the Code
(to the extent applicable thereto), the Company shall have the authority to
amend the terms of this Award Agreement or the Plan (which amendment may be
retroactive to the extent permitted by section 409A of the Code and may be made
by the Company without the consent of the Employee) to avoid taxes and other
penalties under section 409A of the Code, to the extent possible. 
Notwithstanding the foregoing, no particular tax result for the Employee with
respect to any income recognized by the Employee in connection with this Award
Agreement is guaranteed, and the Employee solely shall be responsible for any
taxes, penalties, interest or other losses or expenses incurred by the Employee
under section 409A of the Code in connection with this Award Agreement.


 


5.5  Counterparts. 
This Award Agreement may be executed in two counterparts each of which shall be
deemed an original and both of which together shall constitute one and the same
instrument.




 

 


	
    

  	
    

  	
    

  	
  UNITED STATES CELLULAR CORPORATION

  
	
    

  	
    

  	
    

  	
  By:

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
  <<NAME>>

  
	
    

  	
    

  	
    

  	
    

  	
  <<TITLE>>

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
  Accepted this ___ day of

  	
    

  	
    

  	
    

  
	
    

  	
  ___________, 20__.

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
  Employee