Exhibit 10.1


 


 


July
23, 2013


 


Mr. Kenneth R. Meyers


 


 


Dear Ken,


 


I am delighted that you
accepted our offer to serve as the President and Chief Executive Officer
(“CEO”) of United States Cellular Corporation (“USCC”), and am confident that
with your outstanding operational and financial knowledge and proven leadership
capabilities, USCC is well-positioned for superior performance, growth and
long-term profitability.  You have the confidence and full support of the
senior management teams and boards of directors of both USCC and Telephone and
Data Systems, Inc. (“TDS”).


 


Set forth below is information
regarding key elements of your compensation as President and CEO of USCC:


 


1.      
Base Salary:  Effective as of June 22, 2013 (i.e., the
date that you commenced service as President and CEO), your base salary for
2013 will be $830,000 per year.  As you know, our policy is to review the
salaries of senior executives annually as soon after January 1st as
feasible, with adjustments retroactively effective to January 1st.  Your
base salary will be subject to applicable tax withholding and benefit plan
deductions.


 


2.      
Annual Bonus:  Your target bonus opportunity for 2013 will be
$664,000 (i.e., 80% of your new base salary of $830,000), and be based
on USCC’s approved 2013 Officer Annual Incentive Plan, with the 30%
discretionary portion based on my assessment of your performance as USCC’s
President and CEO.  Your bonus will be subject to applicable tax withholding
and benefit plan deductions.


 


3.      
Initial Equity Awards:  I will recommend that the USCC Long-Term Incentive
Compensation Committee grant to you, as soon as administratively practicable
following the date that you acknowledge your agreement with the terms outlined
in this letter, (i) a non-qualified option to purchase 125,000 USCC Common
Shares, with an exercise price per share equal to the fair market value of a
USCC Common Share on the date of grant and (ii) a restricted stock unit award
with respect to 45,000 USCC Common Shares.  Each such award will cliff vest on
June 22, 2019 (i.e., the sixth anniversary of the date you commenced
service as President and CEO), provided that you remain employed by the company
through such date.  In such case, you will be eligible to exercise such option
following your retirement through the earlier of (i) the third anniversary of
your retirement date and (ii) the tenth anniversary of the date the option was
granted (the “Post-Retirement Exercise Period”), provided that the following
conditions are satisfied:  (A) your separation from the company is without
cause (as defined in Exhibit A hereto); (B) during the Post-Retirement Exercise
Period you do not compete (as defined in Exhibit A hereto) with USCC and its
affiliates or misappropriate confidential information (as defined in Exhibit A hereto)
of USCC and its affiliates and (C) during the Post-Retirement Exercise Period,
you perform reasonably requested consulting services (as defined in Exhibit A
hereto) (conditions (A) through (C) hereinafter collectively referenced as the
“Equity Conditions”).  Your initial equity awards will be subject to the
provisions of the USCC Long-Term Incentive Plan and, except as modified herein,
the standard form of award agreement maintained by USCC at the time of grant.


 


4.      
Annual Equity Awards:  As you know, USCC historically has granted stock
options and restricted stock units to senior executives on the first trading
day in April of each year.  I will recommend that the USCC Long-Term Incentive
Compensation Committee approve the following terms with respect to annual
equity awards granted to you on or before June 22, 2019 (the “Pre-June 22, 2019
Annual Awards”).  Provided that you remain employed by the company through June
22, 2019 and satisfy the Equity Conditions, following your retirement any
Pre-June 22, 2019 Annual Awards shall continue to vest in accordance with their
original vesting schedules through the third anniversary of your retirement
(subject to accelerated vesting to the extent provided in the standard form of
award agreement maintained by USCC at the time of grant).  In addition,
provided that you remain employed by the company through June 22, 2019 and
satisfy the Equity Conditions, you will be eligible to exercise options granted
to you on or before June 22, 2019, to the extent vested, through the earlier of
(i) the third anniversary of your retirement date and (ii) the tenth
anniversary of the date the option was granted.  Your Pre-June 22, 2019 Annual
Awards will be subject to the provisions of the USCC Long-Term Incentive Plan
and, except as modified herein, the standard form of award agreement maintained
by USCC at the time of grant.


 









 










 








 








5.      
Retiree Medical and Life
Insurance Benefits:  It is recognized
that your transfer of employment to USCC may cause you to be ineligible for
certain retiree medical and life insurance benefits that may have been
available to you had you retired from TDS.  Accordingly, commencing with the
calendar month following the calendar month during which you retire from USCC,
and solely if you elect to participate in the TDS Retiree Medical Plan, USCC
shall reimburse you for a portion of the monthly premiums you pay for such
coverage.  The reimbursement shall equal the excess of (i) the amount that
TDS would have contributed toward the premiums for such retiree coverage with respect
to such month had you retired from TDS (rather than USCC) over (ii) any amount
that USCC contributed toward the premiums for such retiree coverage with
respect to such month.  Each reimbursement shall be subject to applicable
tax withholding, but USCC shall provide you with a gross-up payment with
respect to such withholding.   Each reimbursement and the related gross-up
amount shall be paid in a cash lump sum during the calendar month following the
calendar month to which such reimbursement is attributable.


 


In
addition, within sixty (60) days following your retirement, USCC shall pay you
a cash lump sum equal to the excess of (i) the amount of company-paid retiree
basic life insurance coverage to which you would have been entitled had you
retired from TDS (rather than USCC) over (ii) any amount of company-paid
retiree basic life insurance coverage to which you are entitled upon retirement
from USCC.  Such amount shall be subject to applicable tax withholding.


 


Like
any other company benefit program, TDS and USCC reserve the right to change
their retiree medical and life coverage, alter the payment structure of such
coverage or discontinue such coverage at any time, and no provision of this
letter shall be interpreted to provide otherwise.


 


6.      
Severance:  In the unlikely event that USCC terminates your
employment involuntarily without cause (as defined in Exhibit A hereto) prior
to June 22, 2019, USCC shall pay you a severance amount equal to your then
current annual base salary.  Such amount shall be paid to you in a lump sum
within 60 days following your separation from service, and shall be subject to
applicable tax withholding. 


 


Note that reimbursements and
payments under this letter (whether of cash or equity) are subject to the
requirements of Section 409A of the Internal Revenue Code, as set forth in
Exhibit B hereto, to the extent Section 409A applies to such reimbursements or
payments.


 


Ken, USCC’s senior management
team and Board looks forward to continuing to work together with you for at
least the next six years.  To this end, USCC is providing you with a major
financial incentive for you to lead USCC to outstanding growth and overall
performance. 


 


Very truly yours,


 


/s/ LeRoy T. Carlson


 


LeRoy T. Carlson, Jr.


Chairman


 


Please acknowledge
your agreement with the terms outlined in this letter.


 


	
  /s/ Kenneth R.
  Meyers

  	
   

  	
  July 25, 2013

  	
   

  
	
  Kenneth R.
  Meyers

  	
   

  	
  Date

  	
   

  














 










 








 








 


Exhibit A


 


DEFINITIONS


 


As used in this letter, the
following terms shall have the respective meanings set forth below:


 


                a.             “Cause”
shall mean (i) a material breach by the executive of his employment duties and
responsibilities (other than as a result of incapacity due to physical or
mental illness) (A) which is the result of the executive’s negligence or (B)
which is demonstrably willful and deliberate on the executive’s part and which
is committed in bad faith or without reasonable belief that such breach is in
the best interests of USCC; (ii) the commission by the executive of a felony
involving moral turpitude; or (iii) competition by the executive with USCC or
any affiliate thereof or misappropriation of confidential information of USCC
or any affiliate thereof.


 


                b.             “Competition”
shall mean the executive (i) directly or indirectly, individually or in
conjunction with any person, has contact with any customer of USCC or any
affiliate thereof or with any prospective customer which has been contacted or
solicited by or on behalf of USCC or any affiliate thereof 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 USCC
or any affiliate thereof; (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 USCC or any affiliate
thereof offers such products or services or has plans to do so within the next
twelve months; or (iii) otherwise competes with USCC or any affiliate thereof
in any manner or otherwise engages in the business of USCC or any affiliate
thereof.


 


                c.             “Misappropriation
of confidential information” shall mean the executive (i) uses confidential
information for the benefit of anyone other than USCC or any affiliate thereof,
or discloses the confidential information to anyone not authorized by USCC or
any affiliate thereof 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 USCC or any affiliate thereof; or
(iii) upon termination of employment or upon the request of USCC or any
affiliate thereof, 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 USCC or any affiliate.


 


                d.             “Reasonably
requested consulting services” shall mean services reasonably requested by the
Chairman of USCC to facilitate an orderly transition of the executive’s
responsibilities and as otherwise deemed necessary or appropriate by the
Chairman, provided that (i) such services shall be performed on mutually agreed
upon dates; (ii) the executive shall not be required to devote more than thirty
(30) hours per month to such services; and (iii) USCC shall pay the executive
for any such services performed at the rate of $500 per hour.












 










 








 








 


Exhibit B


 


SECTION 409A


 


Reimbursements and payments under this letter (whether of cash
or equity) are intended to be exempt from or to meet the requirements of
Section 409A of the Internal Revenue Code (“Code Section 409A”), and shall be
interpreted consistent with that intent.  Notwithstanding any other provision
of this letter, to the extent that a right to reimbursement or payment
hereunder provides for the “deferral of compensation” within the meaning of
Code Section 409A and is payable as a result of the executive’s separation, and
the executive is a “Specified Employee” under the Section 409A Specified
Employee Policy of Telephone and Data Systems, Inc. and its Affiliates as of
the date of the executive’s separation, then no such reimbursement or payment
shall be made during the period beginning on the date of the executive’s
separation and ending on the date that is six months following the date of the
executive’s separation. The amount of any reimbursement or payment that
otherwise would be paid to the executive under this letter during this period
instead shall be paid to the executive on the first business day coincident
with or next following the date that is six months and one day following the
date of the executive’s separation.  Each reimbursement or payment under
this letter shall be treated as a separate payment for purposes of Code Section
409A.