Exhibit 10.3


 


 


 


 





2013 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 OF GRANT>> (the “Option
Date”), pursuant to the provisions of the United States Cellular Corporation
2013 Long-Term Incentive Plan (the “Plan”), a Non-Qualified Stock Option
(the “Option”) to purchase from the Company <<# OF SHARES>>
shares of Common Stock at the price of $<<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 <<ANNUAL
ANNIVERSARY OF OPTION DATE>> 


 


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


 


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


 


In no event may the Option be
exercised, in whole or in part, after <<TENTH ANNUAL ANNIVERSARY OF
OPTION DATE>> (the “Expiration Date”).


 


(b)        Disability. 
If the Optionee’s employment by the Employers and Affiliates terminates by
reason of Disability (as defined below), then the Option shall be exercisable
only to the extent it is exercisable on the effective date of the Optionee’s
termination of employment 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 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 (but in no event later than the
Expiration Date).  For purposes of this Award Agreement, “Disability” shall
mean a total physical disability which, in the Committee’s judgment, prevents
the Optionee from performing substantially his or her employment duties and
responsibilities for a continuous period of at least six months.


 


(c)        Special
Retirement.  If the Optionee’s employment by 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 AFTER YEAR OF GRANT>>.  If the Optionee’s
employment by 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 AFTER YEAR OF GRANT>>, 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 







 




1




 










 








 








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
(but in  no event later than the Expiration Date).  For purposes of this Award
Agreement, “Special Retirement” shall mean an Optionee’s termination of
employment 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 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
AFTER YEAR OF GRANT>>.  If the Optionee’s employment by 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 AFTER YEAR OF GRANT>>, 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 earlier of (i) the 180 day anniversary of the
Optionee’s death and (ii) the Expiration Date.  For purposes of this Award
Agreement, “Retirement” shall mean an Optionee’s termination of employment 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 the
Employers and Affiliates terminates by reason of the Optionee’s resignation of
employment 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 earlier of (i) the 180 day anniversary of the
Optionee’s death and (ii) the Expiration Date.


 


(f)        Death. 
If the Optionee’s employment by 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 earlier of (i) the 180 day anniversary of the Optionee’s death
and (ii) the Expiration Date.


 


(g)        Other
Termination of Employment.  If the Optionee’s employment by the Employers
and Affiliates terminates for any reason other than Disability, Special
Retirement, Retirement, resignation of employment 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 and after such 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 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 earlier of (i) the 180 day
anniversary of the Optionee’s death and (ii) the Expiration Date. 
Notwithstanding any other provision in this Award Agreement, if the Optionee
ceases to be employed by the Employers and Affiliates on account of the
Optionee’s negligence, willful misconduct, competition with the Company or an
Affiliate or misappropriation of confidential information of the Company or an
Affiliate, in each case, as determined by the 







 




2




 










 

Company
in its sole discretion, then the Option shall terminate immediately upon such
termination of employment, 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 (b) 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 (but
in no event later than the Expiration Date).


 


(i)         Expiration
of Option during Suspension Period.  If the Option shall expire under any
of subsections (b) 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 (but in no event later than the Expiration Date).


 


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 the Company or an Affiliate or
misappropriates confidential information of the Company or an Affiliate, in
each case as determined by 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 Common 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 Common 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 Common Stock on the
date of such exercise and (ii) the purchase price per share of Common 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 the Company or an 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.


 


(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
this Award Agreement, the Optionee shall be treated as entering into
competition with the Company or an Affiliate if the Optionee (i) directly or
indirectly, individually or in conjunction with any Person, has contact with
any customer of the Company or an Affiliate or with 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 Optionee shall be treated as misappropriating confidential information of
the Company or an Affiliate if the Optionee (i) uses confidential information
(as defined 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 







 




3




 










 








 








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 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 the Company or an 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 Common 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
Common Stock to be purchased (i) by authorizing the Company to withhold whole
shares of Common Stock which otherwise would be delivered to the holder having
an aggregate 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 (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 of exercise,
equal to the aggregate purchase price payable by reason of such exercise.  Any
fraction of a share of Common 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 Common Stock shall
be issued or delivered until the full purchase price therefore and the
withholding taxes thereon, as described in Section 2.4, have been paid (or
arrangement has been made for such payment to the Company’s satisfaction).


 


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 on a form prescribed by the Company and effective on
the Optionee’s death or (ii) by gift to a Permitted Transferee.  During the
Optionee’s lifetime, the Option is exercisable only by the Optionee (or the
Optionee’s Legal Representative) or a Permitted Transferee, and during a
Permitted Transferee’s lifetime, the Option is exercisable only by the
Permitted Transferee (or the Permitted Transferee’s Legal Representative). 
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 form prescribed by
the Company 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 properly
designate a beneficiary on a form prescribed by the Company, 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 Common 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 Common Stock upon the exercise of the Option, the holder shall pay to
the Company in addition to the purchase price of the shares 







 




4




 










 








 








of
Common 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 Common 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 (either
actual delivery or by attestation procedures established by the Company) to the
Company of previously-owned whole shares of Common Stock, the aggregate Fair
Market Value of which shall be determined as of the date of exercise.  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 satisfy the aggregate of the tax withholding obligation
and the purchase price of the shares of Common 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 notice to the Company prior to any such deduction.  No share of Common
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 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 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 and in
accordance with Section 409A of the Code.  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 or 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 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 purchase price of such Option.


 


2.6.      Change
in Control.  (a)  In General.  Notwithstanding any provision of the
Plan or any other provision of this Award Agreement, in the event of a Change
in Control, the Board (as constituted prior to the Change in Control) may in
its discretion, 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 whole or in part and/or (ii) substituting
for some or all of the shares of Common Stock subject to the Option 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 Option as determined by the Committee in accordance with
Section 2.5; and/or (iii) requiring that the Option, in whole or in part, be
surrendered to the Company by the holder thereof and immediately canceled by
the Company and providing for the holder of the Option to receive, within sixty
(60) days following the occurrence of the Change in Control, (X) a cash payment
in an amount equal to the number of shares of Common Stock then subject to the
portion of the Option surrendered, to the extent the Option is then exercisable
or becomes exercisable pursuant to this Section 2.6(a), multiplied by the excess,
if any, of the Fair Market Value of a share of Common Stock on the date of the
Change in Control, over the purchase price per share of Common Stock subject to
the Option; (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.


 









 




5




 










 








 








(b)        Definition of Change in Control. 
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 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 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 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.









 




6




 










 








 








 


2.7.      Compliance
with Applicable Law.  The Option is subject to the condition that if the
listing, registration or qualification of the shares of Common 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 will 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 Shares.  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 the shares of Common Stock purchased against full payment therefore. 
The Company may require that the shares of Common 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 holder of the Option 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.


 


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 Common 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 Common Stock, the full number
of shares subject to the Option from time to time.


 


2.11.    Option
subject to Clawback.  The Option and any shares of Common Stock delivered
pursuant to the Option 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.


 


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.


 


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 







 




7




 










 








 








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 giving effect
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


 











 




8