Exhibit 10.5


 


 


 


 


 





EXECUTIVE DEFERRED COMPENSATION
AGREEMENT


PHANTOM
STOCK ACCOUNT—_______ BONUS YEAR


 


 


THIS AGREEMENT,
entered into this         day of __________, 201__, by and
between                                                              (hereinafter
referred to as the “Executive”) and United States Cellular Corporation
(hereinafter referred to as the “Company”), a Delaware corporation, located at
8410 West Bryn Mawr Avenue, Suite 700, Chicago, IL  60631-3486.


 


W I T N E S S E T H:


 


WHEREAS, the
Executive is now and will in the future be rendering valuable services to the
Company, and the Company desires to ensure the continued loyalty, service and
counsel of the Executive; and


 


WHEREAS, the
Executive desires to defer a portion of his or her annual bonus for services to
be performed in calendar year _______ (the "Bonus Year") until
separation from service, permanent disability, death, a specified date in
[BONUS YEAR PLUS 4] or later or unforeseeable emergency.


 


NOW, THEREFORE,
in consideration of the covenants and agreements herein set forth, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto covenant and agree as follows:


 


1.         Deferred Compensation Account. 
The Company agrees to establish and maintain a book reserve (the “Deferred
Compensation Account”) for the purpose of measuring the amount of deferred
compensation payable to the Executive under this Agreement.  Credits shall be
made to the Deferred Compensation Account as follows:


 


(a)        Annual Bonus Deferral.  On
each issuance of a check in full or partial payment of the Executive’s annual
bonus, if any, for services to be performed in the Bonus Year, there shall be
deducted an amount equivalent to the percent indicated of the gross bonus payment
which will be credited to the Deferred Compensation Account as of the date on
which such check is to be issued.  


 


            The bonus deferral selected in this
paragraph 1(a) shall be irrevocable except in the event that, prior to the date
that the bonus is to be paid, the Executive receives a withdrawal due to the
Executive’s unforeseeable emergency (as defined in paragraph 3(f)) from a
nonqualified deferred compensation arrangement maintained by the Company or any
affiliate thereof.  In such event, the bonus deferral shall be cancelled in its
entirety.


 


(b)        Company Match.  As of each
date on which an amount is credited to the Deferred Compensation Account
pursuant to paragraph 1(a), there also shall be credited to the Deferred
Compensation Account a Company Match amount equal to the sum of (i) 25% of the
amount credited to the Deferred Compensation Account pursuant to paragraph 1(a)
which does not exceed one-half of the Executive's total gross bonus for the
Bonus Year and (ii) 33 1/3% of the amount credited to the Deferred Compensation
Account pursuant to paragraph 1(a) which exceeds one-half of the Executive's
total gross bonus for the Bonus Year.


 


(c)        Deemed Investment of Deferred
Compensation Account.  An amount credited to the Deferred Compensation
Account pursuant to paragraph 1(a) or 1(b) shall be deemed to be invested in
whole and fractional shares of common stock of the Company at the closing sale
price on the principal national stock 







 




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exchange on which
such stock is traded on the date as of which the amount is credited to the
Deferred Compensation Account or, if there is no reported sale for such date,
on the next preceding date for which a sale was reported.


 


2.         Vesting of
Deferred Compensation.


 


(a)        Annual Bonus Deferral.  The
bonus deferral amount credited to the Deferred Compensation Account pursuant to
paragraph 1(a) (as adjusted for deemed investment returns) shall be 100% vested
at all times.


 


(b)        Company Match.  One-third of
the Company Match amount credited to the Executive's Deferred Compensation
Account pursuant to paragraph 1(b) (as adjusted for deemed investment returns)
shall become vested on each of the first three annual anniversary dates of
December 31, [BONUS YEAR], provided that the Executive remains continuously
employed by the Company or an affiliate thereof until such date and the related
amount credited to the Deferred Compensation Account pursuant to paragraph 1(a)
has not been withdrawn or distributed before such date.  Any Company Match
amount (as adjusted for deemed investment returns) that is not vested as of the
date that the related bonus amount credited to the Deferred Compensation
Account is withdrawn or distributed shall be forfeited as of the date of such
withdrawal or distribution.  Notwithstanding the foregoing, the Company Match
amount (as adjusted for deemed investment returns), to the extent not forfeited
previously, shall become 100% vested upon (i) the Executive’s separation from
service by reason of the Executive’s retirement or death or (ii) the Executive
suffering a permanent disability prior to the Executive’s separation from
service.


 


            For all purposes of this Agreement,
“separation from service” shall have the meaning set forth in the United States
Cellular Corporation 2013 Long-Term Incentive Plan, as it may be amended from
time to time (or any successor thereto) (the “LTIP”).  “Retirement” shall mean
the Executive’s separation from service on or after his or her Early or Normal
Retirement Date (as defined in the Telephone and Data Systems, Inc. Pension
Plan).  “Permanent disability” shall mean
(i) the Executive’s inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months or (ii) the Executive’s receipt, by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, of income replacement benefits for a
period of not less than three (3) months under an accident and health plan
covering employees of the Executive’s employer.


 


(c)        Competition or Misappropriation of
Confidential Information or Separation due to Negligence or Willful Misconduct. 
Notwithstanding the provisions of paragraph 2(b), if the Executive enters
into competition with, or misappropriates confidential information of, the
Company or any affiliate thereof, or if the Executive separates from service on account
of the Executive’s negligence or willful misconduct, in each case as determined
by the Company in its sole discretion, then the Company Match amount credited
to the Executive’s Deferred Compensation Account pursuant to paragraph 1(b) (as
adjusted for deemed investment returns) immediately shall be forfeited,
irrespective of whether such amount otherwise was considered vested.


 


                For this purpose, the Executive shall be treated as
entering into competition with the Company or any affiliate thereof if the
Executive (i) directly or indirectly, individually or in conjunction with any
person, firm or corporation, has contact with any customer of the Company or
any affiliate or any prospective customer which has been contacted or solicited
by or on behalf of the Company or any 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, 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 the Company or an affiliate offers such products or services
or has plans to do so within the next twelve (12) 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 Executive shall be treated as








 




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misappropriating confidential information of the
Company or an affiliate thereof if the Executive (i) uses confidential
information (as defined below) for the benefit of anyone other than the Company
or an affiliate or discloses the confidential information to anyone not
authorized by the Company or an affiliate 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 Executive’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 thereof.


 


3.         Payment of
Deferred Compensation.


 


(a)        Medium
of Payment.  All payments of deferred compensation hereunder shall be
made in whole shares of common stock of the Company and cash equal to the fair
market value of any fractional share.


 


(b)        Election
of Payment Date.  The Executive
must elect in this paragraph 3(b) the date on which his or her vested Deferred
Compensation Account for the Bonus Year (the “Distributable Balance”) becomes
payable.  The Executive may elect payment either upon his or her separation
from service, or at a specified month and year in [BONUS YEAR PLUS FOUR] or
later (choose one option); provided, however, if the Executive
elects a Specified Date for payment and separates from service prior to such
date, the Executive’s Distributable Balance shall be distributed to the
Executive upon such separation from service.  The election under this paragraph
3(b) must be made at the time of execution of this Agreement, will apply to the
entire Distributable Balance and, subject to paragraph 3(g), is irrevocable.  


 


	
   

   

   

   

  Separation from Service

   

  	
   

  	
   

  Specified Date

  (must be a month & year in
  [BONUS YEAR PLUS FOUR] or later)

  Note: Payment
  will default to separation from service if you separate prior to specified
  payout date.

  




 


 


 


        If the Executive fails to make a valid election
regarding the date on which his or her Distributable Balance becomes payable,
the Executive shall be deemed to have elected payment upon his or her
separation from service. Payment shall be made at the time determined by the
Company within sixty (60) days following the occurrence of the separation from
service or specified date, as applicable.


 


            Notwithstanding
the foregoing or any other provision within this Agreement, if the Executive is
a specified employee (as determined under the Section 409A Specified Employee
Policy of Telephone and Data Systems, Inc. and its Affiliates) as of the date
of his or her separation from service and is entitled to payment hereunder by
reason of such separation from service, no payment (including on account of the
Executive’s permanent disability or unforeseeable emergency) shall be made from
the Deferred Compensation Account before the date which is six (6) months after
the date of the Executive’s separation from service (or, if earlier than the
end of such six-month period, the date of the Executive’s death).  Any payment
delayed pursuant to the immediately preceding sentence shall be paid in a lump
sum during the seventh calendar month
following the calendar month during which the Executive separates from service.


 


(c)        Form
of Payment.  The Executive’s Distributable Balance shall be paid in the
form of a lump sum.


 


(d)        Distribution
Upon Permanent Disability.  If the Executive becomes permanently
disabled prior to the payment of his or her Distributable Balance, the
Executive’s Distributable Balance immediately shall become payable in full to
the Executive (irrespective of the payment date elected by the Executive in 







 




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paragraph 3(b)).  Payment shall be made at the time
determined by the Company within sixty (60) days following the occurrence of
the Executive’s permanent disability.  If the Executive is a specified employee
who incurs a permanent disability after he or she has separated from service,
payment of the Distributable Balance shall be subject to any delay required by
paragraph 3(b).


 


(e)        Distribution
at Death.  If the Executive dies prior to the payment of his or her
Distributable Balance, the Executive’s Distributable Balance immediately shall
become payable in full to the Executive’s Designated Beneficiary (as determined
under paragraph 4) (irrespective of the payment date elected by the Executive
in paragraph 3(b)).  Payment shall be made at the time determined by the
Company within sixty (60) days following the Executive’s death.


 


(f)        Withdrawals
for an Unforeseeable Emergency. 
In the event that the Executive
experiences an unforeseeable emergency and as a result thereof requests in
writing payment of all or a portion of his or her Distributable Balance, the
Long-Term Incentive Compensation Committee of the Company (the “Committee”) may
direct such payment to the Executive.  An unforeseeable emergency means a
severe financial hardship to the Executive resulting from (i) an illness or
accident of the Executive, the Executive’s spouse, the Executive’s Designated
Beneficiary or the Executive’s dependent, (ii) the loss of the Executive’s
property due to casualty or (iii) other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Executive.  The circumstances that will constitute an unforeseeable emergency
will depend upon the facts of each case, but, in any case, payment may not
exceed an amount reasonably necessary to satisfy such unforeseeable emergency
plus amounts necessary to pay taxes and penalties reasonably anticipated as a
result of such payment after taking into account the extent to which such
unforeseeable emergency is or may be relieved (a) through reimbursement or
compensation by insurance or otherwise, (b) by liquidation of the Executive’s
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship or (c) by cessation of deferrals hereunder or under
any other nonqualified deferred compensation plan maintained by the Company or
its affiliates.  Examples of what may be considered to be unforeseeable
emergencies include (i) the imminent foreclosure of or eviction from the
Executive’s primary residence, (ii) the need to pay for medical expenses,
including non-refundable deductibles and the cost of prescription drug
medication and (iii) the need to pay for funeral expenses of the Executive’s
spouse, Designated Beneficiary or dependent.


 


            In the event
that the Committee approves a withdrawal due to an unforeseeable emergency,
such payment shall be made to the Executive in a lump sum as soon as
practicable following such approval, but in no event later than sixty (60) days
after the occurrence of the unforeseeable emergency.  If the Executive is a
specified employee and has separated from service, the Executive’s request for
an unforeseeable emergency withdrawal shall be subject to any payment delay
required by paragraph 3(b).


 


(g)        Subsequent
Election.  The Executive may make an election, after the date of this
Agreement, to delay the payment date of his or her Distributable Balance,
provided that (i) such election shall not be effective until twelve (12) months
after the date on which the election is made; (ii) except in the case of
payment on account of death, permanent disability or unforeseeable emergency,
the payment with respect to such election must be deferred for a period of not
less than five (5) years from the date such payment otherwise would have been
made; and (iii) such election cannot be made less than twelve (12) months prior
to the date of the scheduled payment.  A subsequent election pursuant to this
paragraph 3(g) shall be delivered to the Company in the manner prescribed by
the Company and upon such delivery shall be irrevocable.


 


4.         Designation
of Beneficiaries.


 


(a)        In General.  The Executive
may designate one or more beneficiaries to receive any amount payable pursuant
to paragraph 3(e) (a “Designated Beneficiary”) by executing and filing with the
Company during his or her lifetime, a beneficiary designation in the form
attached hereto.  The Executive may change or revoke any such designation by
executing and filing with the Company during his or her lifetime a new
beneficiary designation in such form as prescribed by the Company.  If the
Executive is married and 







 




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names someone other than his
or her spouse (e.g., a child) as a primary beneficiary, the designation is
invalid unless the spouse consents by signing the designated area of the
beneficiary designation form in the presence of a Notary Public.


 


(b)        No Designated Beneficiary.  If
all Designated Beneficiaries predecease the Executive, 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 Executive’s death, or if the Executive fails
to designate a beneficiary, then the following persons in the order set forth
below shall be the Executive’s beneficiary or beneficiaries:


 


i)          Executive’s spouse, if living; or if none


                        ii)         Executive’s
then living descendants, per stirpes; or if none


                        iii)        Executive’s
estate.


 


5.         Miscellaneous. 


 


(a)        Clawback.   To the maximum extent permitted under applicable law,
the Executive’s Deferred Compensation Account and any shares of common stock of
the Company distributed to the Executive or his/her Designated Beneficiary
attributable to such account 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.


 


(b)        Assignment.   Except as
provided in paragraph 4, the right of the Executive or any other person to any
payment of benefits under this Agreement may not be assigned, transferred,
pledged or encumbered.


 


(c)        Distributions to Minors and
Incapacitated Individuals.  If a
payment hereunder is to be made to a minor or to an individual who, in the
opinion of the Company, is unable to manage his or her affairs by reason of
illness, accident or mental incompetency, such payment may be made to or for
the benefit of such individual in such of the following ways as the legal
representative of such individual shall direct:  (i) directly to any such minor
individual, if in the opinion of such legal representative, such individual is
able to manage his or her affairs, (ii) to such legal representative, (iii) to
a custodian under a Uniform Gifts to Minors Act for any such minor individual,
or (iv) to some near relative of any such individual to be used for the
latter’s benefit.  The Company shall not be required to see to the application
by any third party other than the legal representative of an individual of any
payment made to or for the benefit of such individual pursuant to this
paragraph.  Any such payment shall be a complete
discharge of the liability of the Company under this Agreement for such
payment.


 


(d)        Inability to
Locate Executive or Designated Beneficiary.  If, as of the Latest
Payment Date, the Company is unable to make payment of the Executive’s
Distributable Balance to the Executive or his or her Designated Beneficiary
because the whereabouts of such person cannot be ascertained (notwithstanding
the mailing of notice to any last known address or addresses and the exercise
by the Company of other reasonable diligence), then the Executive’s
Distributable Balance shall be forfeited.  For this purpose, the “Latest
Payment Date” shall be the latest date on which the Executive’s Distributable
Balance may be paid to the Executive or the Executive’s Designated Beneficiary
without the imposition of taxes and other penalties under section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”).


 


(e)        Applicable Law.  This
Agreement shall be construed in accordance with and governed by the laws of the
State of Delaware (without giving effect to principles of conflicts of laws) to
the extent that the latter are not preempted by the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) or other federal law.


 









 




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(f)        Source of
Payment.  Amounts payable under this Agreement shall be paid from the
general funds of the Company, and the Executive shall be no more than an
unsecured general creditor of the Company with no right to any specific assets
of the Company (whose claim may be subordinated to those of other creditors of
the Company).  Nothing contained in this Agreement shall be deemed to create a
trust of any kind for the benefit of the Executive, or create any fiduciary
relationship between the Company and the Executive with respect to any assets
of the Company.


 


(g)        Withholding.   Appropriate
amounts shall be withheld from any payment made hereunder or from an
Executive’s compensation as may be required for purposes of complying with
Federal, state, local or other tax withholding requirements applicable to the
benefits provided hereunder.


 


(h)        Agreement Subject to LTIP.  This
Agreement is subject to the provisions of the LTIP, and shall be interpreted in
accordance therewith.  In the event of any inconsistency between the terms of
this Agreement and the terms of the LTIP, the terms of the LTIP shall govern. 
This Agreement and the LTIP contain the entire understanding of the Company and
the Executive with respect to the subject matter hereof.


 


(i)         Claims Procedure.  If the
Executive or the Executive’s Designated Beneficiary believes he or she is
entitled to benefits under this Agreement in an amount greater than those which
he or she received, or will receive, the Executive or the Executive’s
Designated Beneficiary (or his or her duly authorized representative) may file
a claim with the Company in accordance with the Claims Procedure set forth in
Section 6.2 of the United States Cellular Corporation Executive Deferred
Compensation Interest Account Plan (Amended and Restated Effective January 1,
2008), as amended, with references to Plan Administrator therein replaced with
references to Executive Vice President and Chief Human Resources Officer of the
Company and references to SVP – HR therein replaced with Committee.  


 


(j)         Decisions of Committee.  The
Committee shall have the right to resolve all questions which may arise in
connection with this Agreement.  Any interpretation, determination or other
action made or taken by the Committee regarding this Agreement or the LTIP
shall be final, binding and conclusive.  Amounts will be paid hereunder only if
the Committee decides, in its sole discretion, that the Executive, Designated
Beneficiary or other person is entitled to them.


 


(k)        Severability.   In the event
any provision of this Agreement is held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Agreement,
and the Agreement shall be construed and enforced as if the illegal or invalid
provision had not been included herein.


 


(l)         Compliance with Section 409A of the
Code.  This Agreement is intended to comply with section 409A of the
Code and the regulations promulgated thereunder and shall be interpreted and
construed accordingly.  The Executive and the Company agree that the Company
shall have sole discretion and authority to amend this Agreement, unilaterally,
at any time in the future to satisfy any requirements of section 409A of the
Code.  Notwithstanding the foregoing, under no circumstance shall the Company
be responsible for any taxes, penalties, interest or other losses or expenses
incurred by the Executive or any other person due to any failure to comply with
section 409A of the Code.


 


             












 




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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.


 


	
   

  	
  UNITED STATES CELLULAR
  CORPORATION

   

   

  By:___________________________________________ 

  




 


 


 


___________________________________________


Executive
Signature


 


 


___________________________________________


Date












 




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BENEFICIARY
DESIGNATION FORM


________
BONUS YEAR


 


 


Pursuant to the provisions of the “Executive Deferred
Compensation Agreement, Phantom Stock Account—____ Bonus Year” by and between
United States Cellular Corporation, a Delaware corporation (the “Company”), and
the undersigned Executive (the “Executive”), the Executive hereby revokes all
prior beneficiary designations made with respect to such agreement and
designates the following person(s) or entity(ies) to receive any payment to be
made pursuant to paragraph 3(e) thereof.


 




	
   

  	
  Name

  	
  Address

  	
  %

  
	
  PRIMARY1

  	
   

   

  	
   

  	
   

  
	
  SECONDARY2

  	
   

   

  	
   

  	
   

  






 


1 If you are
married and name someone other than your spouse (e.g., a child) as a
primary beneficiary, the designation is invalid unless your spouse consents by
signing the statement below in the presence of a Notary Public.


 


2 Your secondary
beneficiary(ies) will receive no payment if any of your primary beneficiaries
survives you.


 




	
  EXECUTIVE SIGNATURE:

   

  By:                                                                                                 

  Title:                                                                                              

  Dated:                                                                                            

   

  	
   

  






 


SPOUSAL CONSENT:


 


I
understand and consent that my spouse is naming someone other than myself as
primary beneficiary or partial primary beneficiary for any payment due under
the above referenced “Executive Deferred Compensation Agreement, Phantom Stock
Account—______ Bonus Year” in the event of his or her death. I also understand
that this designation will reduce or eliminate a benefit otherwise due to me.


	
   

  
	
  Spouse’s Signature

  
	
   

  
	
  Notary Public’s Signature                                                    Date                                                              
  Seal of Notary Public

  




 











 




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