Exhibit 10.4


 


 


 


 





2013
LONG-TERM INCENTIVE PLAN


_____
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, <<CALENDAR YEAR FOLLOWING CALENDAR 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 







 




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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 FOLLOWING CALENDAR 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 upon Competition or Misappropriation of Confidential Information. 
Notwithstanding any other provision herein, if the Employee (i) enters into
competition with the Company or an Affiliate or (ii) misappropriates
confidential information of the Company or an Affiliate, in each case as
determined by 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 the Company or an Affiliate
if the Employee (i) directly or indirectly, individually or in conjunction with
any Person, has contact with any customer of the Company or an Affiliate or any
prospective customer which has been contacted or solicited by or on behalf of
the Company or an Affiliate for the purpose of soliciting or selling to such
customer or prospective customer any competing product or service, except to
the extent such contact is made on behalf of the Company or an Affiliate; (ii)
directly or indirectly, individually or in conjunction with any Person, becomes
employed in the business or engages in the business of providing wireless
products or services in any geographic territory in which the Company or an
Affiliate offers such products or services or has plans to do so within the
next twelve months or (iii) otherwise competes with the Company or an Affiliate
in any manner or otherwise engages in the business of the Company or an
Affiliate.  The Employee shall be treated as misappropriating confidential
information of the Company or an Affiliate if the Employee (i) uses
confidential information (as described below) for the benefit of anyone other
than the Company or an Affiliate, as the case may be, or discloses the
confidential information to anyone not authorized by the Company 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 Company or an Affiliate or
(iii) upon termination of employment or upon the request of the Company 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 Company or an Affiliate.


 


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 Company or an Affiliate.  The 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)  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"); 


 












 




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(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 







 




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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 







 




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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.









 




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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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