**Exhibit 10**

 

**AMENDMENTTO**

**EMPLOYMENT,CONSULTING AND GENERAL RELEASE AGREEMENT**

 

This Amendment to Employment, Consulting and General Release Agreement(the “Amendment”) is entered into by and between United States CellularCorporation (the “Company”) and Jay M. Ellison (the “Executive”).

 

**WHEREAS,**the Executive’s employment with the Company as itsExecutive Vice President and Chief Operating Officer ceased on December 31,2009 (the “Separation Date”);

 

**WHEREAS,** on November 3, 2009, the Company and the Executiveentered into an Employment, Consulting and General Release Agreement (the “Agreement”)pursuant to which the Executive agreed to provide specified services for theCompany as a nonemployee, independent contractor during the period commencingon January 1, 2010 and ending on March 31, 2010 (the “ConsultingPeriod”);

 

**WHEREAS,** the Agreement contemplates that the Executive willdevote to the Company approximately 25% to 35% of his available work timeduring the Consulting Period in fulfillment of such consulting services;

 

**WHEREAS,**subsequent to the Separation Date, the Companyexperienced an unanticipated vacancy in the role of “Lead Vendor Negotiator”with respect to the Company’s procurement of a new Business Support System andOperational Support System for its wireless business (the “B/OSS VendorSelection Program”);

 

**WHEREAS,** in light of the Executive’s knowledge of the Company’sbusiness and proven negotiation skills in similar transactions, the Companydesires that the Executive, as a component of his service to the Company as anonemployee, independent contractor, serve as Lead Vendor Negotiator withrespect to the B/OSS Vendor Selection Program, and the Executive desires toserve in such capacity; and

 

**WHEREAS,** the Company and the Executive desire to amend theAgreement to reflect the Executive’s service as Lead Vendor Negotiator withrespect to the B/OSS Vendor Selection Program and to increase accordingly theExecutive’s anticipated level of services to the Company during the ConsultingPeriod and the compensation paid to the Executive by the Company for hisconsulting services.

 

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**NOW, THEREFORE,** in consideration of the mutual promises contained inthis Amendment and for other good and valuable consideration, the adequacy andreceipt of which the parties expressly acknowledge, the Company and theExecutive agree that the Agreement hereby shall be amended, effective as of February 1,2010, as follows:

 

1.                                       Paragraph 10 hereby is amended in itsentirety to read as follows:

 

# **10.****                              ****Consulting****.**

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**(a)****                                 ****General Services**. From January 1, 2010 until March 31, 2010 (the “ConsultingPeriod”), the Executive shall perform the following specialized services forthe Company as a nonemployee, independentcontractor:

 

(i)                                     he will attend the Company annual talentreview meeting currently scheduled for January 24 to 27, 2010;

 

(ii)                                  he will complete all performance reviewsfor direct reports and submit them to the Senior Vice President of HumanResources;

 

(iii)                               he will meet with and/or speak with the Executive VicePresident — Operations and provide him with an in-depth understanding of theCompany’s business operations;

 

(iv)                              he will meet with and/or speak with theExecutive Vice President — Operations and provide him with an in-depthunderstanding of the Company’s current long-term strategy plan; and

 

(v)                                 he will perform such other duties asreasonably may be authorized or directed by the President.

 

It is expected and agreed that the services specifiedin this Paragraph 10(a) will require the Executive to devote to the Companyapproximately 25% to 35% of his available work time during the ConsultingPeriod.

 

**(b)****                                 ****B/OSS Vendor SelectionProgram Services**.  From February 1, 2010 until negotiationswith respect to the Company’s procurement of a new Business Support System andOperational Support System for its wireless business (the “B/OSS VendorSelection Program”) have been completed (or until such earlier time determinedby the Executive Vice President — Operations of the Company and communicated tothe Executive in writing), the Executive shall serve as Lead Vendor Negotiatorwith respect to the B/OSS Vendor Selection Program (the “Lead Vendor Negotiator”).  In his role as Lead Vendor Negotiator, theExecutive shall perform the following specialized services for the Company as anonemployee, independent contractor:

 

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(i)                                     he will share experiences and currentenvironment information to develop the Company’s ideal position andrequirements with respect to each vendor;

 

(ii)                                  he will review and analyze allvendor-provided proposals and supporting documentation;

 

(iii)                               he will collaborate with the Company and NPI, theCompany’s spend management partner, on desired negotiation strategies andapproaches;

 

(iv)                              he will meet weekly with the Company’svendor management team to review the status of statements of work from vendorsand their systems integrators;

 

(v)                                 he will participate in and leadhigh-level negotiations with vendors and their systems integrators;

 

(vi)                              he will oversee the procurement process,ensure that it is sound and effective and provide constructive feedback to teammembers as necessary;

 

(vii)                           he will provide guidance to the Company’s executiveteam with respect to the procurement process;

 

(viii)                        he will provide security and continuity to the Company’svendor management team; and

 

(ix)                                he will perform such other duties withrespect to the B/OSS Vendor Selection Program as reasonably may be authorizedor directed by the Executive Vice President — Operations****ofthe Company.

 

The Company and the Executive agree that, except withadvance approval of****the ExecutiveVice President — Operations of the Company, the Executive shall devote no morethan twenty (20) hours per week to his role as Lead Vendor Negotiator, and thatthe Executive’s services as Lead Vendor Negotiator shall be in addition to thegeneral consulting services to be performed by the Executive pursuant toParagraph 10(a).  The Executive shallperform his services as Lead Vendor Negotiator at such location as the ExecutiveVice President — Operations of the Company shall direct from time to time.

 

The Executive shall submit to the Company, at the timeand in a form acceptable to the Company, a description of the servicesperformed by the Executive in his role as Lead Vendor Negotiator and the timeincurred by the Executive in performing such services.

 

The Executive understands and agrees that he shall nothave the authority to execute any agreement on behalf of, or otherwise bind,the Company, in his role as Lead Vendor Negotiator or in connection with theother consulting services provided by the Executive to the Company.

 

**(c)****                                 ****Payment for Services**. On July 1, 2010, the Executive will be paid the following:

 

(i)                                     $72,700 for the consulting servicesspecified in Paragraph 10(a);

 

(ii)                                  a one-time payment of $5,000 as the solereimbursement for any and all miscellaneous business expenses incurred whileproviding the consulting services specified in Paragraph 10(a), such astelephone, internet and postage, but excluding any travel expenses which shallbe separately reimbursed in accordance with the Company’s expense policies; and

 

(iii)                               a lump sum amount for the consulting servicesspecified in Paragraph 10(b) at the rate of $250.00 per hour.

 

In addition, the Executive shall be reimbursed, inaccordance with the Company’s expense policies, for business expenses,including travel expenses but excluding expenses related to telephone, internetand postage,****reasonably incurred by theExecutive while providing the consulting services specified in Paragraph 10(b).

 

The Executive acknowledges and agrees that he issolely responsible for any federal and state income taxes and social securitytaxes due in connection with payments by the Company to the Executive forconsulting services. The compensationset forth in this Paragraph 10(c) shall be the sole compensation paid tothe Executive for the consulting services provided by the Executive.

 

2.                                       Paragraph 11(f) hereby is amended toreplace the phrase “the consulting payments specified in Paragraph 10(b)” setforth therein with the phrase “the consulting payments specified in Paragraph10(c)”.

 

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3.                                       The first sentence of Paragraph 14 herebyis amended to replace the phrase “during his employment” set forth therein withthe phrase “during his employment or the Consulting Period”.

 

4.                                       The third sentence of Paragraph 14 herebyis amended to replace the phrase “actual lost wages” set forth therein with thephrase “lost wages at the rate of $250.00 per hour”.

# ** **

# **FURTHER RESOLVED,** that except as amended herein, all of the terms ofthe Agreement remain in full force and effect and hereby are reaffirmed.

 

**THEEXECUTIVE AND THE COMPANY EXPRESSLY STATE THAT THEY HAVE READ THIS AMENDMENT TOEMPLOYMENT, CONSULTING AND GENERAL RELEASE AGREEMENT, THAT THEY UNDERSTAND ITSTERMS, AND THAT THEY HAVE ENTERED INTO IT VOLUNTARILY AND INTEND TO BE BOUNDTHEREBY.**

 

 
| **JAY M. ELLISON**                                                        | **UNITED  STATES CELLULAR CORPORATION** |
|---------------------------------------------------------------------------|-----------------------------------------|
|                                                                      |                                    |
| By:                                                                       |                                    |   | By: |   |
| *** ***                                                              | ***Jay M. Ellison***                    |   Its: |   | ***President and CEO*** |
|                                                                      |                                    |   |   |
| **Dated**:    January      , 2010 | **  Dated**:                  |  January       , 2010 |

 

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