Exhibit 10.5


 


2005 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 <<DATE>> (the “Grant Date”),
pursuant to the provisions of the United States Cellular Corporation 2005
Long-Term Incentive Plan, as amended (the “Plan”), a Restricted Stock Unit
Award (the “Award”) with respect to <<NUMBER>>
shares of 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
or of service to 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 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 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 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 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).


 


(d) 
Retirement at or after Attainment of Age 66.  If the Employee has a Separation from Service
on or after January 1, <<CALENDAR YEAR COMMENCING AFTER GRANT
DATE>> 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 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 Employee is a Specified Employee as of the 


 


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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, <<CALENDAR YEAR COMMENCING AFTER GRANT
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 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, 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 upon Competition or Misappropriation of Confidential
Information.  Notwithstanding any
other provision herein, if the Employee (i) enters into competition with
an Employer or other Affiliate or (ii) misappropriates confidential
information of an Employer or other Affiliate, as determined by the Committee
or the Company in its sole discretion, then on the date of such competition or
misappropriation the Award shall be forfeited and shall be canceled by the
Company.  For purposes of the preceding
sentence, the Employee shall be treated as entering into competition with an
Employer or other Affiliate if the Employee (i) directly or indirectly,
individually or in conjunction with any person, firm or corporation, has
contact with any customer of an Employer or other Affiliate or any prospective
customer which has been contacted or solicited by or on behalf of an Employer
or other Affiliate for the purpose of soliciting or selling to such customer or
prospective customer any product or service, except to the extent such contact
is made on behalf of an Employer or other Affiliate; (ii) directly or
indirectly, individually or in conjunction with any person, firm or
corporation, becomes employed in the business or engages in the business of
providing wireless products or services in any geographic territory in which an
Employer or other Affiliate offers such products or services or has plans to do
so within the next twelve months or (iii) otherwise competes with an
Employer or other Affiliate in any manner or otherwise engages in the business
of an Employer or other Affiliate.  The
Employee shall be treated as misappropriating confidential information of an
Employer or other Affiliate if the Employee (i) uses confidential
information (as described below) for the benefit of anyone other than an
Employer or such Affiliate, as the case may be, or discloses the confidential
information to anyone not authorized by an Employer or such Affiliate, as the
case may be, to receive such information, (ii) upon termination of
employment or service, makes any summaries of, takes any notes with respect to
or memorizes or takes any confidential information or reproductions thereof
from the facilities of an Employer or other Affiliate or (iii) upon
termination of employment or service or upon the request of an Employer or
other 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 an Employer or other Affiliate.


 


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 an Employer or other Affiliate. 
Employee acknowledges and agrees that this Section 2(f) is
therefore fair and reasonable, and not a penalty.


 


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3.     Change in Control


 


(a)   (1)  Notwithstanding any provision in the Plan or in this Award
Agreement, in the event of a Change in Control, the Board may, but shall not be
required to, make such adjustments to the Award as it deems appropriate,
including, without limitation, (i) causing the Award immediately to become
nonforfeitable; (ii) to the extent permitted by section 409A of the Code,
causing the Restriction Period with respect to the Award to immediately
terminate and payment of the Award to occur within sixty (60) days following
the occurrence of the Change in Control (the “Change in Control Payment Period”)
or (iii) to the extent permitted under section 409A of the Code, electing
that the Award be surrendered to the Company by the holder thereof, that the
Award be immediately canceled by the Company and that the holder of the Award
receive, within the Change in Control Payment Period, a cash payment from the
Company in an amount equal to the number of shares of Stock then subject to the
Award, multiplied by the greater of (x) the highest per share price
offered to stockholders of the Company in any transaction whereby the Change in
Control takes place or (y) the Fair Market Value of a share of Stock on
the date of the occurrence of the Change in Control.


 


(2)  In the event of a Change in Control
pursuant to Section (b)(3) or (4) below in connection with which
the holders of Stock receive shares of common stock that are registered under Section 12
of the Exchange Act, the Board may, but shall not be required to, substitute
for each share of Stock available under the Plan, whether or not then subject
to an outstanding award, the number and class of shares into which each
outstanding share of Stock shall be converted pursuant to such Change in
Control.


 


(3)  Any adjustment or substitution pursuant to
this Section 3(a) shall be made by the Board in compliance with the
requirements of section 409A of the Code (to the extent applicable thereto).


 


(b)   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 25% or more of the combined voting power
of the then outstanding securities of the Company entitled to vote generally on
matters (without regard to the election of directors) (the “Outstanding Voting
Securities”), 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”);


 


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(2)  individuals who, as of February 22,
2005, 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 February 22, 2005, 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 individuals or entities who are the beneficial owners of the Outstanding
Voting Securities immediately prior to such Corporate Transaction will
beneficially own, directly or indirectly, more than 50% of the combined voting
power of the outstanding securities of the corporation resulting from such
Corporate Transaction (including, 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) which are entitled to vote
generally on matters (without regard to the election of directors), 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, 25% or more of the Outstanding Voting Securities) will
beneficially own, directly or indirectly, 25% 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 beneficiary designation form 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
designate a


 


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beneficiary
on a beneficiary designation form, 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 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 law; (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 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 to the Company of
previously-owned whole shares of 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
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 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.  The Employee agrees that this authorization
may be reauthorized via electronic means determined by the Company.  The Employee may revoke this authorization 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 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 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 shares of 


 


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Stock
subject to the Award shall be appropriately and equitably adjusted by the
Committee.  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 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 issuance or delivery
of shares, such shares may not be issued or delivered, in whole or in part,
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 Certificates.  On the date of payment of the Award, the
Company shall deliver or cause to be delivered to the Employee one or more
certificates representing the number of shares of Stock subject to the Award.  The Company may require that the certificates
evidencing shares of 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 Company shall pay all original issue or transfer taxes and all fees
and expenses incident to such delivery, except as otherwise provided in
Sections 4.3 and 5.4.


 


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 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.


 


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 


 


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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
regard 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 comply with the provisions of section 409A of the
Code (to the extent applicable thereto). 
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, 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 excise 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

  	
   

  	
   

  
				



 


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