Exhibit 10.1


 


UNITED STATES
CELLULAR CORPORATION


 


GUIDELINES FOR THE
DETERMINATION OF ANNUAL BONUS


FOR PRESIDENT AND
CHIEF EXECUTIVE OFFICER


(Effective for
Performance Years Commencing


On or After January 1,
2008)


 


I.      PURPOSE


 


·                        To provide incentive for the President and Chief
Executive Officer (the “President”) of United States Cellular Corporation (the “Company”)
to extend his best efforts toward achieving superior results with respect to
Company performance;


 


·                        To reward the President in relation to his success in
meeting and exceeding performance targets and otherwise contributing to the
success of the Company; and


 


·                        To help the Company retain the President, a talented
leader in a position of critical importance to the success of the Company.


 


II.    BONUS AMOUNT


 


The Chairman of the
Company (the “Chairman”) in his sole discretion determines whether an annual
bonus will be payable to the President for a performance year and, if so, the
amount of such bonus.  Factors that may
be considered by the Chairman in making such determination include the
following:


 


·                        the level of achievement of the Company, on a
short-term and long-term basis, measured against performance objectives and
compared with that of peer companies;


 


·                        the President’s individual performance, on a
short-term and long-term basis, with respect to his leadership of the Company,
the development and maintenance of effective working relationships across the
enterprise, his stated personal objectives and his other duties and
responsibilities;


 


·                        the total cash compensation paid to chief executive
officers of peer companies, including those which are divisions or subsidiaries
of parent companies; and


 


·                        other factors that the Chairman in the exercise of his
judgment and discretion determines relevant.


 


No single factor shall be
determinative and no factor shall be applied mechanically to calculate any
portion of the President’s bonus.  The
entire amount of the bonus is discretionary. 
The President shall have no right or expectation with respect to any bonus
until the Chairman has determined whether a bonus will be paid for a
performance year, and any such bonus is not earned or vested until the date the
bonus is paid.


 


III.   BONUS PAYMENT


 


Any bonus awarded with
respect to a performance year shall be paid during the period commencing on the
January 1 immediately following the performance year and ending on the March 15
immediately following the performance year. 
Notwithstanding the foregoing, in the event that payment by such March 15th
is administratively impracticable and such impracticability was unforeseeable
(in each case, such that the payment continues to qualify as a “short-term
deferral” within the meaning of section 409A of the Internal Revenue Code),
payment will be made as soon as administratively practicable after such March 15th,
but in no 


 

















 


event later than the December 31
immediately following the performance year. 
Payment will be in the form of a lump sum.


 


Notwithstanding any
provision of these guidelines to the contrary, the President does not have a
legally binding right to a bonus unless and until the bonus amount, if any, is
paid.


 


IV.   AMENDMENT AUTHORITY


 


The Chairman reserves the
right to amend the guidelines set forth herein at any time for any reason.


 


APPROVED by the CHAIRMAN
of UNITED STATES CELLULAR CORPORATION on this                     
day of                                     ,
2008.


 


 


	
   

  	
   

  
	
   

  	
  LeRoy T.
  Carlson, Jr.

  



 


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