Exhibit
10.1


 


 


 


2013
LONG-TERM INCENTIVE PLAN


[____] RESTRICTED STOCK UNIT AWARD AGREEMENT


 


United States Cellular Corporation, a Delaware corporation
(the "Company"), hereby grants to 


Kenneth R. Meyers (the "Employee") as of [____] (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
separates from employment with the Employers and Affiliates 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 separates from employment with the Employers and Affiliates prior to
the Three-Year Anniversary Date by reason of Disability, then on the date of
the Employee’s separation 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.  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)  Other Separation from
Employment.  If the Employee separates from employment with the Employers
and Affiliates prior to the Three-Year Anniversary Date for any reason other
than death or Disability (including if the Employee’s employment is separated
by the Employers and Affiliates prior to the Three-Year Anniversary Date for
Cause (as defined in the Letter Agreement between the Employee and the Company
executed on July 25, 2013 and determined by the Company in its sole
discretion)), then on the date of the Employee’s separation the Award shall be
forfeited and shall be canceled by the Company. 


 









 










 








 








(e)  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,
telephone, broadband or information technology 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(e) is
therefore fair and reasonable, and not a penalty.


 


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 (if
applicable thereto), 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 (if applicable thereto), 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"); 


 


(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 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.  


 


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 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.


 


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:

  	
    

  
	
    

  	
    

  	
  LeRoy T. Carlson,
  Jr.

  
	
    

  	
    

  	
  Chairman

  
	
    

  	
    

  	
    

  
	
  Accepted this
  __ day of _______, 20__.

  	
    

  	
    

  
	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  
	
  Kenneth R. Meyers