Exhibit 10.4


 


2005 LONG-TERM INCENTIVE PLAN


 


<<YEAR>> RESTRICTED STOCK UNIT
AWARD AGREEMENT


 


United
States Cellular Corporation, a Delaware corporation (the “Company”), hereby
grants to John E. Rooney (the “Employee”) as of <<GRANT 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 restrictions on the Award shall terminate
in their entirety on <<6 MONTH
ANNIVERSARY OF GRANT DATE>>, provided that the Employee
remains continuously employed by or of service to the Employers and Affiliates
until such date.


 


(b) 
Disability or Death.  If the
Employee’s employment by or service to the Employers and Affiliates terminates
prior to <<6 MONTH ANNIVERSARY OF GRANT DATE>>
by reason of Disability or death, the restrictions on the Award shall terminate
in their entirety upon such termination of employment or service.


 


(c) 
Other Termination of Employment or Service.  If the Employee’s employment by or service to
the Employers and Affiliates terminates prior to <<6
MONTH ANNIVERSARY OF GRANT DATE>> for any reason other than
Disability or death, the Award shall be forfeited and shall be canceled by the
Company.


 


(d) 
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


 


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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(d) is
therefore fair and reasonable, and not a penalty.


 


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 restrictions on the Award
to immediately terminate or (ii) 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 sixty (60) days
following the occurrence of the Change in Control, 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.


 


(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


 


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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 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,


 


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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 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.


 


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.


 


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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 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 restrictions on the Award terminate.


 


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. Within sixty
(60) days following the termination of the restrictions on 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 Section 4.3.


 


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


 


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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
regard to principles of conflicts of laws.


 


5.4  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:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
     LeRoy
  T. Carlson, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
     Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted
  this       day of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                          ,
  20  .

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Employee

  	
   

  	
   

  



 


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