Exhibit 10.3


 


2005 LONG-TERM
INCENTIVE PLAN


 


<<YEAR>>
STOCK OPTION AWARD AGREEMENT


 


United States
Cellular Corporation, a Delaware corporation (the “Company”), hereby grants to
<<NAME>> (the “Optionee”), as of <<DATE>> (the “Option
Date”), pursuant to the provisions of the United States Cellular Corporation
2005 Long-Term Incentive Plan, as amended (the “Plan”), a Non-Qualified Stock
Option (the “Option”) to purchase from the Company <<# OF SHARES>>
shares of Stock at the price of <<STRIKE PRICE>> per share upon and
subject to the terms and conditions set forth below.  Capitalized terms not defined herein shall
have the meanings specified in the Plan.


 


1.                                       Time and Manner of
Exercise of Option


 


1.1.                              Exercise of Option.  (a)  In general.  Except as otherwise provided in this Award
Agreement, the Option shall become exercisable according to the following
vesting schedule:


 


·                  1/3 of grant vests on <<FIRST
ANNIVERSARY OF GRANT DATE>>


 


·                  1/3 of grant vests on <<SECOND
ANNIVERSARY OF GRANT DATE>>


 


·                  Remaining 1/3 of grant vests on <<THIRD
ANNIVERSARY OF GRANT DATE>>


 


Except as
otherwise provided in this Award Agreement, in no event may the Option be
exercised, in whole or in part, after <<TENTH ANNIVERSARY
OF GRANT DATE>> (the “Expiration Date”).


 


(b)                                 Disability.  If the Optionee’s employment by or service
with the Employers and Affiliates terminates by reason of Disability, then the
Option shall be exercisable only to the extent it is exercisable on the
effective date of the Optionee’s termination of employment or service and after
such date may be exercised by the Optionee (or the Optionee’s Legal
Representative) for a period of 12 months after the effective date of the
Optionee’s termination of employment or service, or until the Expiration Date,
whichever period is shorter.  If the
Optionee shall die within such exercise period, then the Option shall be
exercisable by the beneficiary or beneficiaries duly designated by the Optionee
to the same extent the Option was exercisable by the Optionee on the date of
the Optionee’s death, for a period ending on the later of (i) the last day
of such exercise period and (ii) the 180 day anniversary of the Optionee’s
death.


 


(c)                                  Special
Retirement.  If the Optionee’s
employment by or service with the Employers and Affiliates terminates by reason
of Special Retirement (as defined below), then the Option immediately shall
become exercisable in full if (i) the Optionee has attained age 66 as of
the effective date of the Optionee’s Special Retirement and (ii) the
effective date of the Optionee’s Special Retirement occurs on or after January 1,
<<CALENDAR YEAR COMMENCING AFTER OPTION
DATE>>.  If the Optionee’s
employment by or service with the Employers and Affiliates terminates by reason
of Special Retirement and either (i) the Optionee has not attained age 66
as of the effective date of the Optionee’s Special Retirement or (ii) the
effective date of the Optionee’s Special Retirement occurs before January 1,
<<CALENDAR YEAR COMMENCING AFTER OPTION
DATE>>, then the Option shall be exercisable only to the
extent it is exercisable on the effective date of the Optionee’s Special
Retirement.  The Option, to the extent
then exercisable, may be exercised by the Optionee (or the Optionee’s Legal
Representative) for a period of 12 months after the effective date of the
Optionee’s Special Retirement, or until the Expiration Date, whichever period
is shorter.  If the Optionee shall die 


 


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within
such exercise period, then the Option shall be exercisable by the beneficiary
or beneficiaries duly designated by the Optionee to the same extent the Option
was exercisable by the Optionee on the date of the Optionee’s death, for a
period ending on the later of (i) the last day of such exercise period and
(ii) the 180 day anniversary of the Optionee’s death.  For purposes of this Award Agreement, “Special
Retirement” shall mean an Optionee’s termination of employment or service with
the Employers and Affiliates on or after the later of (i) the Optionee’s
attainment of age 62 and (ii) the Optionee’s Early Retirement Date or
Normal Retirement Date, as such terms are defined in the Telephone and Data
Systems, Inc. Pension Plan.


 


(d)                                 Retirement.  If the Optionee’s employment by or service
with the Employers and Affiliates terminates by reason of Retirement (as
defined below), then the Option immediately shall become exercisable in full if
(i) the Optionee has attained age 66 as of the effective date of the
Optionee’s Retirement and (ii) the effective date of the Optionee’s
Retirement occurs on or after January 1, <<CALENDAR
YEAR COMMENCING AFTER OPTION DATE>>.  If the Optionee’s employment by or service
with the Employers and Affiliates terminates by reason of Retirement and either
(i) the Optionee has not attained age 66 as of the effective date of the
Optionee’s Retirement or (ii) the effective date of the Optionee’s
Retirement occurs before January 1, <<CALENDAR YEAR
COMMENCING AFTER OPTION DATE>>, then the Option shall be
exercisable only to the extent it is exercisable on the effective date of the
Optionee’s Retirement.  The Option, to
the extent then exercisable, may be exercised by the Optionee (or the Optionee’s
Legal Representative) for a period of 90 days after the effective date of the
Optionee’s Retirement, or until the Expiration Date, whichever period is
shorter.  If the Optionee shall die
within such exercise period, then the Option shall be exercisable by the
beneficiary or beneficiaries duly designated by the Optionee to the same extent
the Option was exercisable by the Optionee on the date of the Optionee’s death,
for a period ending on the 180 day anniversary of the Optionee’s death.  For purposes of this Award Agreement, “Retirement”
shall mean an Optionee’s termination of employment or service with the
Employers and Affiliates on or after the Optionee’s attainment of age 65 that
does not satisfy the definition of “Special Retirement” set forth in Section 1.1(c).


 


(e)                                  Resignation
with Prior Consent of the Board. 
If the Optionee’s employment by or service with the Employers and
Affiliates terminates by reason of the Optionee’s resignation of employment or
service with the prior consent of the Board (as evidenced in the Company’s
minute book), then the Option shall be exercisable only to the extent it is
exercisable on the effective date of the Optionee’s resignation and after such
date may be exercised by the Optionee (or the Optionee’s Legal Representative)
for a period of 90 days after the effective date of the Optionee’s resignation,
or until the Expiration Date, whichever period is shorter.  If the Optionee shall die within such
exercise period, then the Option shall be exercisable by the beneficiary or
beneficiaries duly designated by the Optionee to the same extent the Option was
exercisable by the Optionee on the date of the Optionee’s death, for a period
ending on the 180 day anniversary of the Optionee’s death.


 


(f)                                    Death.  If the Optionee’s employment by or service
with the Employers and Affiliates terminates by reason of death, then the
Option shall be exercisable only to the extent it is exercisable on the date of
death and after such date may be exercised by the beneficiary or beneficiaries
duly designated by the Optionee for a period ending on the 180 day anniversary
of the Optionee’s death.


 


(g)                                 Other
Termination of Employment or Service.  If the Optionee’s employment by or service
with the Employers and Affiliates terminates for any reason other than
Disability, Special Retirement, Retirement, resignation of employment or
service with the prior consent of the Board (as evidenced in the Company’s
minute book) or death, then the Option shall be exercisable only to the extent
it is exercisable on the effective date of the Optionee’s termination of
employment or service and after such


 


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date
may be exercised by the Optionee (or the Optionee’s Legal Representative) for a
period of 30 days after the effective date of the Optionee’s termination of
employment or service, or until the Expiration Date, whichever period is
shorter.  If the Optionee shall die
within such exercise period, then the Option shall be exercisable by the
beneficiary or beneficiaries duly designated by the Optionee to the same extent
the Option was exercisable by the Optionee on the date of the Optionee’s death,
for a period ending on the 180 day anniversary of the Optionee’s death.  Notwithstanding the first sentence of this
subsection (g), if the Optionee ceases to be employed by or to perform services
for the Employers and Affiliates on account of the Optionee’s negligence,
willful misconduct, competition with an Employer or other Affiliate or misappropriation
of confidential information of an Employer or other Affiliate, then the Option
shall terminate on the date the Optionee’s employment or service terminates,
unless such Option terminates earlier pursuant to Section 1.2.


 


(h)                                 Expiration
of Option During Blackout Period.  If the Option shall expire under any of
subsections (a) through (g) of this Section 1.1 during a period
when the Optionee and family members or other persons living in the household
of such persons are prohibited from trading in securities of the Company
pursuant to the Telephone and Data Systems, Inc. Policy Regarding Insider
Trading and Confidentiality (or any successor policy thereto) (a “Blackout
Period”), the period during which the Option is exercisable shall be extended
to the date that is 30 days after the date of the termination of the Blackout
Period.


 


(i)                                     Expiration
of Option During Suspension Period.  If the Option shall expire under any of
subsections (a) through (g) of this Section 1.1 during a period
when the exercise of the Option would violate applicable securities laws (a “Suspension
Period”), the period during which the Option is exercisable shall be extended
to the date that is 30 days after the date of the termination of the Suspension
Period.


 


1.2.                              Termination of
Option and Forfeiture of Option Gain Upon Competition or Misappropriation of
Confidential Information.  (a) 
Notwithstanding any other provision herein, if the Optionee enters into
competition with an Employer or other Affiliate or misappropriates confidential
information of an Employer or other Affiliate, as determined by the Committee
or the Company in its sole discretion, then (i) as of the date of such
competition or misappropriation, the Option granted pursuant to this Award
Agreement automatically shall terminate and thereby be forfeited to the extent
it has not been exercised and (ii) the Optionee shall pay the Company,
within five business days of receipt by the Optionee of a written demand
therefore, an amount in cash determined by multiplying the number of shares of
Stock purchased pursuant to each exercise of the Option within the six months
immediately preceding such competition or misappropriation (without reduction
for any shares of Stock delivered by the Optionee or withheld by the Company
pursuant to Section 1.3 or Section 2.4) by the difference between (i) the
Fair Market Value of a share of Stock on the date of such exercise and (ii) the
purchase price per share of Stock set forth in the first paragraph of this
Award Agreement.  The Optionee
acknowledges and agrees that the Option, 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.  The
Optionee acknowledges and agrees that this Section 1.2(a) is
therefore fair and reasonable, and not a penalty.


 


(b)                                 The
Optionee may be released from the Optionee’s obligations under this Section 1.2
only if and to the extent the Committee determines in its sole discretion that
such release is in the best interests of the Company.


 


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(c)                                  The
Optionee agrees that by executing this Award Agreement the Optionee authorizes
the Employers and any Affiliate to deduct any amount owed by the Optionee
pursuant to Section 1.2(a) from any amount payable by the Employers
or any Affiliate to the Optionee, including, without limitation, any amount
payable to the Optionee as salary, wages, vacation pay or bonus.  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 Optionee shall
not constitute a waiver of this right of setoff with respect to any other
amount payable to the Optionee or any other remedy.  For purposes of Section 1.2(a), the
Optionee shall be treated as entering into competition with an Employer or
other Affiliate if the Optionee (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
Optionee shall be treated as misappropriating confidential information of an
Employer or other Affiliate if the Optionee (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
Optionee’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.


 


1.3.                              Method of
Exercise.  The Option
may be exercised by the holder of the Option (a) by giving notice to the
Chief Financial Officer of the Company (or such other person as may be
designated by him or her) at least seven (7) days prior to the exercise
date specified in such notice (or in accordance with such shorter period of
prior notice consented to by the Chief Financial Officer of the Company (or
such other person as may be designated by him or her)), which notice shall
specify the number of whole shares of Stock to be purchased and (b) by
executing such documents and taking any other actions as the Company may
reasonably request.  The holder of the
Option may pay for the shares of Stock to be purchased (i) by authorizing
the Company to withhold whole shares of Stock which otherwise would be
delivered to the holder having a Fair Market Value, determined as of the date
of exercise, equal to the aggregate purchase price payable by reason of such
exercise or (ii) by delivery to the Company of previously-owned whole
shares of Stock (which the holder has held for at least six months prior to the
delivery of such shares of Stock or which the holder purchased on the open
market and for which the holder has good title, free and clear of all liens and
encumbrances) having a Fair Market Value, determined as of the date of
exercise, equal to the aggregate purchase price payable by reason of such
exercise.  Any fraction of a share of
Stock which would be required to satisfy the aggregate of such purchase price
and the withholding taxes with respect to the Option, as described in Section 2.4,
shall be disregarded and the remaining amount due shall be paid in cash by the
holder.  No share of Stock shall be
delivered until the full purchase price therefore has been paid (or arrangement
has been made for such payment to the Company’s satisfaction).


 


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2.                                       Additional
Terms and Conditions of Option


 


2.1.                              Option Subject
to Acceptance of Award Agreement.  The Option shall become null and void unless
the Optionee shall accept this Award Agreement by executing it in the space
provided at the end hereof and returning it to the Company.


 


2.2.                              Transferability
of Option.  The Option
may not be transferred other than (i) pursuant to a beneficiary
designation effective on the Optionee’s death or (ii) by gift to a
Permitted Transferee.  During the
Optionee’s or holder’s lifetime, the Option is exercisable only by the Optionee
or holder (or the Optionee’s or holder’s Legal Representative) or a Permitted
Transferee.  Except as permitted by the
foregoing, the Option 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 Option, the
Option and all rights hereunder shall immediately become null and void.


 


By accepting the Option, the Optionee agrees
that if all beneficiaries designated on a beneficiary designation form
predecease the Optionee 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 Optionee’s death, or if the Optionee fails to designate a beneficiary on a
beneficiary designation form, then the Optionee hereby designates the following
persons in the order set forth herein as the Optionee’s beneficiary or
beneficiaries:  (i) the Optionee’s
spouse, if living, or if none, (ii) the Optionee’s then living
descendants, per stirpes, or if none, (iii) the Optionee’s estate.


 


2.3.                              Agreement by
Holder.  As a condition precedent to
the issuance or delivery of any shares of Stock upon any exercise of the
Option, the holder 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.


 


2.4.                              Tax Withholding.  As a condition precedent to the issuance or
delivery of any shares of Stock upon the exercise of the Option, the holder
shall pay to the Company in addition to the purchase price of the shares of
Stock, 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
such exercise of the Option.  The holder
may elect to satisfy his or her obligation to advance the Required Tax Payments
by (i) authorizing the Company to withhold whole shares of Stock which
otherwise would be delivered to the holder upon the exercise of the Option, the
aggregate Fair Market Value of which shall be determined as of the date of
exercise 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 date of exercise.  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 satisfy the aggregate of the tax withholding
obligation and the purchase price of the shares of Stock shall be disregarded
and the remaining amount due shall be paid in cash by the holder.  The Optionee agrees that if by the pay period
that immediately follows the date that the Optionee exercises the Option, no
cash payment attributable to any such fractional share shall have been received
by the Company, then the Optionee hereby authorizes the Company to deduct such
cash payment from any amount payable by the Company or any Affiliate to the
Optionee, including without limitation any amount payable to the Optionee as
salary or wages.  The Optionee agrees
that this authorization may be reauthorized via electronic means determined by
the Company.  The Optionee may revoke
this authorization by written 


 


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notice to the Company prior
to any such deduction.  No share of Stock
shall be delivered until the Required Tax Payments have been satisfied in full
(or arrangement has been made for such payment to the Company’s satisfaction).


 


2.5.                              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 Option and the
purchase price per share shall be appropriately and equitably adjusted by the
Committee, such adjustment to be made without an increase in the aggregate
purchase price.  Such adjustment shall be
made in compliance with the requirements of Section 409A of the Code
applicable to stock rights, including without limitation the requirements of
Treasury Regulation §1.409A-1(b)(5)(v)(D), and shall be final, binding and
conclusive.  If such adjustment would result
in a fractional share being subject to the Option, the Company shall pay the
holder of the Option, in connection with the first exercise of the Option in
whole or in part occurring after such adjustment, an amount in cash determined
by multiplying (i) the fraction of such share (rounded to the nearest
hundredth) by (ii) the excess, if any, of (A) the Fair Market Value
on the exercise date over (B) the exercise price of such Option.


 


2.6.                              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 Option as it deems appropriate, including, without limitation, (i) causing
the Option to immediately become exercisable in full or (ii) electing that
the Option be surrendered to the Company by the holder thereof, that the Option
be immediately canceled by the Company and that the holder of the Option
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 Option, multiplied by the excess, if any,
of 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, over the purchase price per share of Stock subject to the
Option.


 


(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 option,
the number and class of shares into which each outstanding share of Stock shall
be converted pursuant to such Change in Control.  In the event of any such substitution, the
purchase price per share with respect to the Option shall be appropriately
adjusted by the Committee (whose determination shall be final, binding and
conclusive), such adjustment to be made without an increase in the aggregate
purchase price.


 


(3)                            Any adjustment or substitution pursuant to this Section 2.6(a) shall
be undertaken by the Board in compliance with the requirements of Section 409A
of the Code applicable to stock rights, including without limitation the
requirements of Treasury Regulation §1.409A-1(b)(5)(v)(D).


 


(b)                                 For
purposes of the Plan and this Award Agreement, “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 


 


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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 2.6(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


 


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


 


2.7.                              Compliance with
Applicable Law.  The Option
is subject to the condition that if the listing, registration or qualification
of the shares of Stock subject to the Option 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 may not be 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.


 


2.8.                              Delivery of
Certificates.  Upon the
exercise of the Option, in whole or in part, the Company shall, subject to Section 2.4,
deliver or cause to be delivered to the holder one or more certificates
representing the number of shares of Stock purchased against full payment
therefore.  The Company may require that
certificates evidencing shares of Stock delivered pursuant to the Option bear a
legend indicating that the sale, transfer or other disposition thereof by the
holder 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 2.4.


 


2.9.                              Option Confers
No Rights as a Stockholder.  The holder of the Option shall not be
entitled to any privileges of ownership with respect to shares of Stock subject
to the Option unless and until such shares are purchased and delivered upon an
exercise of the Option and the holder becomes a stockholder of record with
respect to such delivered shares.  The
holder shall not be considered a stockholder of the Company with respect to any
shares not so purchased and delivered.


 


2.10.                        Company to
Reserve Shares.  The Company
shall at all times prior to the expiration or termination of the Option 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 Option from
time to time.


 


3.                                       Miscellaneous
Provisions


 


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


 


3.2.                              Decisions of
Committee.  The
Committee shall have the right to resolve all questions which may arise in
connection with the Option or its exercise. 
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.


 


3.3.                              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 Optionee hereby acknowledges receipt of a
copy of the Plan.


 


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3.4.                              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 Optionee or transfer of such
Option, acquire any rights hereunder.


 


3.5.                              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.


 


3.6.                              Governing Law.  The Option, 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.


 


3.7.                              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  .

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Optionee

  	
   

  



 


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