UNITED STATES CELLULAR CORPORATION
1994 LONG-TERM INCENTIVE PLAN
1994 LONG-TERM STOCK OPTION AWARD
United States Cellular Corporation, a Delaware
corporation (the "Company"), hereby (i) grants to
_________________________________ (the "Optionee"), as of
November 9, 1994 (the "Option Date"), pursuant to the provisions
of the United States Cellular Corporation 1994 Long-Term
Incentive Plan (the "Plan"), a Non-Qualified Stock Option (the
"Option") to purchase from the Company ________ shares of Common
Stock at the price of $32.25 per share upon and subject to the
terms and conditions set forth below and (ii) extends to the
Optionee an opportunity to participate in a performance stock
option program which has been established by the Committee for
the years 1995 through 1999 (the "Performance Stock Option
Program"). 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. The
Option shall become exercisable (i) on December 15, 1994 with
respect to one-fifth of the number of shares of Common Stock
subject to the Option on the Option Date, (ii) on each of
December 15, 1995, December 15, 1996 and December 15, 1997 with
respect to an additional one-fifth of the number of shares of
Stock subject to the Option on the Option Date and (iii) on
December 15, 1998 with respect to the remaining one-fifth of the
shares of Stock subject to the Option on the Option Date. In no
event may the Option be exercised, in whole or in part, after
November 9, 2004 (the "Expiration Date").
(b) Disability. If the Optionee's employment by the
Company terminates by reason of Disability, 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 period, the Option shall be exercisable by
the beneficiary or beneficiaries duly designated by the Optionee
or, if none, the executor or administrator of the Optionee's
estate or, if none, the person to whom the Optionee's rights
hereunder shall pass by will or by applicable laws of descent and
distribution, 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 period and (ii)
90 days after the date of the Optionee's death.
(c) Retirement or Resignation with Prior Consent of
the Board. If the Optionee's employment by the Company
terminates by reason of the Optionee's retirement after
attainment of age 65 or by reason of the Optionee's resignation
of employment at any age with the prior consent of the Board (as
evidenced in the Company's minute book), 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 90 days after the effective date
of the Optionee's retirement or resignation, as the case may be,
or until the Expiration Date, whichever period is shorter. If
the Optionee shall die within such period, the Option shall be
exercisable by the beneficiary or beneficiaries duly designated
by the Optionee or, if none, the executor or administrator of the
Optionee's estate or, if none, the person to whom the Optionee's
rights hereunder shall pass by will or by applicable laws of
descent and distribution, to the same extent the Option was
exercisable by the Optionee on the date of the Optionee's death,
for a period ending 180 days after the effective date of the
Optionee's retirement or resignation.
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(d) Transfer to Affiliate. If an Optionee's
employment by the Company terminates by reason of the Optionee's
transfer of employment to an Affiliate, then the Optionee's
employment with such Affiliate shall be deemed to be employment
with the Company solely for the purpose of determining the
exercisability of the Option, except that the Option shall be
exercisable only to the extent it is exercisable at the time of
such transfer.
(e) Death. If the Optionee's employment by the
Company terminates by reason of death, the Option shall be
exercisable only to the extent it is exercisable on the date of
death and after the date of death may be exercised by the
beneficiary or beneficiaries duly designated by the Optionee or,
if none, the executor or administrator of the Optionee's estate
or, if none, the person to whom the Optionee's rights hereunder
shall pass by will or by applicable laws of descent and
distribution for a period of 180 days after the date of death or
until the Expiration Date, whichever period is shorter.
(f) Other Termination of Employment. If the
Optionee's employment by the Company terminates for any reason
other than Disability, retirement after attainment of age 65,
resignation of employment with the prior consent of the Board (as
evidenced in the Company's minute book), a transfer to an
Affiliate or death, 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 period,
the Option shall be exercisable only to the extent it is
exercisable on the date of death and after the date of death may
be exercised by the beneficiary or beneficiaries duly designated
by the Optionee or, if none, the executor or administrator of the
Optionee's estate or, if none, the person to whom the Optionee's
rights hereunder shall pass by will or by applicable laws of
descent and distribution for a period of 120 days
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after the date of death or until the Expiration Date, whichever
period is shorter. Notwithstanding the first sentence of this
subsection (f), if the Optionee ceases to be employed by the
Company 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, the Option shall terminate on the date the Optionee's
employment with the Company terminates, unless such Option
terminates earlier pursuant to Section 1.2.
1.2. Forfeiture of Option Upon Competition with Company
or Any Affiliate or Misappropriation of Confidential Information.
Notwithstanding any other provision herein, the Option granted
pursuant to this Award shall not be exercisable on or after any
date on which the Optionee (a) enters into competition with the
Company or an Affiliate, or (b) misappropriates confidential
information of the Company or an Affiliate, as determined by the
Committee or the Company in its sole discretion, and, accordingly,
shall be terminated and thereby forfeited to the extent it has not
been exercised as of such date.
For purposes of the preceding sentence, 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, firm or
corporation, 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 product or service, except to the extent
such contact is made on behalf of the Company or an Affiliate, or
(ii) 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 described below)
for the benefit of anyone other than the Company or such
Affiliate, as the case may be, or discloses the
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confidential information to anyone not authorized by the Company
or such 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
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 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. Subject to the limitations
set forth in this Award, the Option may be exercised by the
holder of the Option (1) by giving written notice to the Chief
Financial Officer of the Company at least 15 days prior to the
exercise date specified in such notice, which notice shall
specify the number of whole shares of Stock to be purchased and
shall be accompanied by payment therefor in full (unless another
arrangement for such payment which is satisfactory to the Company
has been made) either (i) in cash, (ii) in previously owned whole
shares of Stock (which the holder has held (or the holder and
Optionee have held) for at least six months prior to the delivery
of such shares of Stock or which the holder purchased on the open
market and for which the holder has good title free and clear of
all liens and encumbrances) having a Fair Market Value,
determined as of the date of exercise, equal to the aggregate
purchase price payable by reason of such exercise, (iii) in cash
by a broker-dealer acceptable to the Company to whom the holder
has submitted an irrevocable notice of exercise, (iv) by
authorizing the Company to withhold whole shares of Stock which
would otherwise be delivered upon exercise of the Option having a
Fair Market Value, determined as of the date of exercise, equal
to the aggregate purchase price payable by reason of such
exercise, or (v) a combination of (i), (ii) and (iv), and (2) by
executing such documents as the
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Company may reasonably request. The Committee shall have sole
discretion to disapprove of an election pursuant to any of
clauses (ii) - (iv), and if Optionee is subject to section 16 of
the Exchange Act, the Company may require that the method of
making such payment be in compliance with section 16 of the
Exchange Act and the rules and regulations thereunder. Any
fraction of a share of Stock which would be required to pay such
purchase price shall be disregarded and the remaining amount due
shall be paid in cash by the holder. No share of Stock shall be
delivered until the full purchase price therefor has been paid.
1.4. Full or Partial Cancellation of Option. In the
event that rights to purchase all or a portion of the shares of
Stock subject to the Option expire or are exercised, cancelled or
forfeited, the holder shall promptly return this Award to the
Company. If the holder continues to have rights to purchase
shares hereunder, the Company shall, within 10 days of the
holder's delivery of the Award to the Company, either (i) mark
the Award to indicate the extent to which the Option has expired
or been exercised, cancelled or forfeited or (ii) issue to the
holder a substitute option agreement applicable to such rights,
which agreement shall otherwise be substantially similar to this
Award in form and substance. If the holder does not return this
Award to the Company, cancellation of the Option, to the extent
it is expired, cancelled or forfeited, shall nonetheless be
effective.
2. Additional Terms and Conditions of Option.
2.1. Option Subject to Acceptance of Award. The
Option shall become null and void unless the Optionee shall
accept the Award by executing it in the space provided at the end
hereof and returning it to the Company.
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2.2. Nontransferability of Option. The Option may
not be transferred by the Optionee other than (i) by will or the
laws of descent and distribution or (ii) pursuant to a
beneficiary designation effective on the Optionee's death.
During the Optionee's lifetime, the Option is exercisable only by
the Optionee (or the Optionee'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.
2.3. Restriction on Sale of Shares. If the Optionee
is subject to Section 16 of the Exchange Act on the date of
exercise of the Option with respect to the portion of the Option
which becomes exercisable on December 15, 1994, the Optionee
shall not sell any shares of Stock received upon such exercise
until the earliest of (i) six months after the date of exercise,
(ii) six months after the first annual shareholders meeting
occurring after December 31, 1994, and (iii) the date as of which
Rule 16b-3 under the Exchange Act, as in effect on April 30,
1991, no longer applies.
2.4. Agreement by Optionee. As a condition
precedent to 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
shares of Stock and, in connection therewith, shall execute any
documents which the Committee shall in its sole discretion deem
necessary or advisable.
2.5. Withholding Taxes. (a) As a condition
precedent to any exercise of the Option, the holder shall, upon
request by the Company, pay to the Company in addition to the
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purchase price of the shares of Stock, such amount of cash 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. If the holder shall
fail to advance the Required Tax Payments after request by the
Company, the Company may, in its discretion, deduct any Required
Tax Payments from any amount then or thereafter payable by the
Company to the holder.
(b) The holder may elect to satisfy his or her
obligation to advance the Required Tax Payments by any of the
following means: (1) a cash payment to the Company pursuant to
Section 2.5(a), (2) delivery to the Company of previously owned
whole shares of Stock (which the holder has held (or the holder
and the Optionee have held) for at least six months prior to the
delivery of such shares of Stock or which the holder purchased on
the open market and for which the holder has good title, free and
clear of all liens and encumbrances) the Fair Market Value of
which shall be determined as of the date the obligation to
withhold or pay taxes first arises in connection with the Option
(the "Tax Date"), (3) authorizing the Company to withhold whole
shares of Stock which would otherwise be delivered to the holder
upon exercise of the Option the Fair Market Value of which shall
be determined as of the Tax Date, (4) a cash payment by a broker-
dealer acceptable to the Company to whom the holder has submitted
an irrevocable notice of exercise or (5) any combination of (1),
(2) and (3). The Committee shall have sole discretion to
disapprove of an election pursuant to any of clauses (2)-(5), and
if the Optionee is subject to section 16 of the Exchange Act, the
Company may require that the method of satisfying such an
obligation be in compliance with section 16 of the Exchange Act
and the rules and regulations thereunder. Shares of Stock to be
delivered or withheld may not have a Fair Market Value in excess
of the minimum amount of the Required Tax Payments. Any fraction
of a share of Stock which would be required to satisfy any such
obligation shall be
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disregarded and the remaining amount due shall be paid in cash by
the holder. No share of Stock shall be delivered until the
Required Tax Payments have been satisfied in full.
2.6. Adjustment. In the event of any stock split,
stock dividend, recapitalization, reclassification,
reorganization, merger, consolidation, spin-off, combination of
shares in a reverse stock split or other similar event, the
holder of the Option shall be entitled to receive upon the
exercise of the Option, at a price determined by the Committee in
its sole discretion, such shares of Stock and other securities to
which the holder would be entitled had the holder exercised the
Option prior to the occurrence of such event. If any other event
shall occur which in the judgment of the Board would warrant an
adjustment to the number or designation of the class or classes
of securities subject to the Option or the purchase price of a
share of Stock subject to the Option, such adjustments shall be
authorized by the Board and made by the Committee upon such terms
and conditions as it may deem equitable and appropriate. To the
extent that any such event or action taken under this Section 2.6
shall entitle the holder of the Option to purchase additional
shares of Stock, the shares of Stock subject to the Option shall
be deemed to include such additional shares of Stock. If any
such adjustment would result in a fractional security being
subject to the Option, the Company shall pay the holder, in
connection with the first exercise of the Option occurring after
such adjustment, an amount in cash determined by multiplying (i)
the fraction of such security (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 a share of such
security. Any determination made by the Committee under this
Section 2.6 shall be final, binding and conclusive.
2.7. Change in Control. (a) Notwithstanding any
other provision of the Plan or any provision of any Award, in the
event of (i) a Change in Control or (ii) a "change in control"
within the meaning of the Telephone and Data Systems, Inc. 1994
Long-Term Incentive Plan at a
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time when TDS owns directly or indirectly at least 50% of either
the outstanding stock of the Company or the combined voting power
of such stock, all outstanding options shall become immediately
exercisable in full. In the event of a Change in Control
pursuant to Section (b)(3) below, there may be substituted for
each share of Stock available under the Plan, whether or not then
subject to an outstanding option, the number and class of shares
into which each outstanding share of such Stock shall be
converted pursuant to such Change in Control. In the event of
such a substitution, the purchase price per share of stock then
subject to an outstanding option under the Plan shall be
appropriately adjusted by the Committee, but in no event shall
the aggregate purchase price for such shares be greater than the
aggregate purchase price for the shares of Stock subject to such
option prior to the Change in Control.
(b) For purposes of the Plan, "Change in Control" shall
mean:
(1) the acquisition by any individual, entity or group
(a "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 25% or more of the
combined voting power of the then outstanding securities of
the Company entitled to vote generally on matters (without
regard to the election of directors) (the "Outstanding
Voting Securities"), 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),
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(ii) and (iii) of subsection (3) of this Section 2.7(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, 2009, 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 November 9, 1994,
constitute the Board of Directors (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 November 9, 1994,
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 election contest, as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act, 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;
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(3) approval by the stockholders of the Company of a
reorganization, merger or consolidation or sale or other
Company (a "Corporate Transaction"), excluding, however, a
Corporate Transaction pursuant to which (i) all or
substantially all of the individuals or entities who are the
beneficial owners of the Outstanding Voting Securities
immediately prior to such Corporate Transaction will
beneficially own, directly or indirectly, more than 51% of
the combined voting power of the outstanding securities of
the corporation resulting from such Corporate Transaction
(including, 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) which are entitled to vote generally on
matters (without regard to the election of directors), 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, (z) and any Person
which beneficially owned, immediately prior to such
Corporate Transaction, directly or indirectly, 25% or more
of the Outstanding Voting Securities) will beneficially own,
directly or indirectly, 25% 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.
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2.8. Compliance with Applicable Law. The Option is
subject to the condition that if the listing, registration or
qualification of the shares of Stock subject to the Option upon
any securities exchange or under any law, or 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 purchase or delivery of shares hereunder,
the Option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval 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 or approval.
2.9. Delivery of Certificates. Upon the exercise of
the Option, in whole or in part, the Company shall deliver or
cause to be delivered one or more certificates representing the
number of shares of Stock purchased against full payment
therefor. If the sale restrictions of Section 2.3 apply to such
shares, the Company may require that certificates evidencing such
shares bear a legend indicating that the sale, transfer or other
disposition thereof by the holder is subject to the restrictions
of this Award. The Company shall pay all original issue or
transfer taxes and all fees and expenses incident to such
delivery, except as otherwise provided in Section 2.5.
2.10. Option Confers No Rights as Stockholder.
The holder of the Option shall not be entitled to any privileges
of ownership with respect to shares of Stock subject to the
Option unless and until such shares are purchased and delivered
upon an exercise of the Option and the Optionee 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.
2.11. 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
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authorized but unissued shares of Stock, the full number of
shares subject to the Option from time to time.
3. Performance Stock Option Program
3.1. In General. The Optionee shall be entitled to
participate in the Performance Stock Option Program (the
"Program") established by the Committee under the Plan. For each
of the years 1994 through 1998 (each such year is designated a
"Performance Period"), the Committee shall establish corporate
and individual Performance Measures which shall apply for the
applicable 12-month period. If either the corporate or
individual Performance Measures for a Performance Period shall
have been satisfied and the Optionee is employed during the
Performance Period at a grade level in which he or she would have
been eligible to receive a 1994 Long-Term Stock Option Award, the
Optionee will be awarded a Performance Stock Option in the year
following such Performance Period; except that if the Optionee's
grade level is not the same as the Optionee's grade level at the
time the Optionee's 1994 Long-Term Stock Option Award was
granted, the portion of the Performance Stock Option Award based
upon individual Performance Measures shall be determined upon the
criteria then applicable to the Optionee's grade level. A
Performance Stock Option shall become fully exercisable as of the
December 15 of the year in which it is granted. The number of
shares of Stock subject to a Performance Stock Option will be
dependent upon the extent to which the corporate Performance
Measures or individual Performance Measures, or both, are
satisfied. The purchase price per share of Stock purchasable
upon exercise of the Performance Stock Option shall be the
average Fair Market Value of a share of Stock during the 20
trading days immediately preceding April 30 of the year in which
such Performance Stock Option is awarded. Each Performance Stock
Option shall be subject to the terms and conditions, as
determined by the Committee, which shall be set forth in the
Award related to such option.
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3.2. Corporate Performance Measures. The number of
shares of Stock subject to a Performance Stock Option in respect
of corporate Performance Measures will be dependent upon the
extent to which corporate Performance Measures are satisfied
during the applicable Performance Period. The corporate
Performance Measures shall be the same measures used to determine
bonus awards under the Company's Senior Corporate Management
Bonus Program (the "Bonus Program"). If, during a Performance
Period, the payment under the Bonus Program equals 100% of the
established target payment level, the number of shares of Stock
subject to a Performance Stock Option in respect of corporate
Performance Measures will be equal to 50% of the number of shares
of Stock which become exercisable during such Performance Period
under this 1994 Long-Term Stock Option Award. If the payment
under the Bonus Program equals at least 50% of the established
target payment level, the number of shares of Stock subject to a
Performance Stock Option in respect of corporate Performance
Measures will be equal to a designated percentage, which
percentage is dependent upon the percentage of the target
achieved under the Bonus Program, of the number of shares of
Stock which become exercisable during such Performance Period
under this 1994 Long-Term Stock Option Award. Such designated
percentages, and the relationship between such percentages to the
percentages of the target achieved under the Bonus Program are
set forth in the Appendix.
3.3. Individual Performance Measures. The number of
shares of Stock subject to a Performance Stock Option in respect
of individual Performance Measures will be dependent upon the
extent to which the Optionee satisfies individual Performance
Measures established by the Committee for the applicable
Performance Period. If the individual Performance Measures are
satisfied at the target level established by the Committee, the
number of shares of Stock subject to a Performance Stock Option
in respect of individual Performance Measures will be equal to
50% of the number of shares of Stock which become exercisable
during such Performance Period under this 1994 Long-
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Term Stock Option Award. If the individual Performance Measures
are satisfied at the outstanding level established by the
Committee, the number of shares of Stock subject to a Performance
Stock Option in respect of individual Performance Measures will
be equal to 100% of the number of shares of Stock which become
exercisable during such Performance Period under this 1994 Long-
Term Stock Option Award. If the individual Performance Measures
are satisfied at a level other than the target level or
outstanding level, but at least the satisfactory level, the
number of shares of Stock subject to a Performance Stock Option
in respect of individual Performance Measures will be equal to a
percentage, as determined by the Committee, of the number of
shares of Stock which become exercisable during such Performance
Period under this 1994 Long-Term Stock Option Award.
Notwithstanding the previous sentences of this Section 3.3,
unless the Optionee is an officer or other person subject to
section 16 of the Exchange Act or a "covered employee" within the
meaning of section 162(m) of the Code, or, in the Committee's
judgment, is likely to become such a covered employee during the
exercise period of the Performance Stock Option, the President of
the Company, subject to the approval of the Chairman of the
Board, may in his discretion increase or decrease the number of
shares subject to the Performance Stock Option in respect of
individual Performance Measures.
4. Miscellaneous Provisions.
4.1. Option Confers No Rights to Continued Employment.
In no event shall the granting of the Option or the acceptance of
this Award and the Option by the Optionee give or be deemed to
give the Optionee any right to continued employment by the
Company or any subsidiary or affiliate.
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4.2. 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 shall be final, binding and
conclusive.
4.3. Award Subject to the Plan. The Award is subject
to the provisions of the Plan, and shall be interpreted in
accordance therewith. The Optionee hereby acknowledges receipt
of a copy of the Plan.
4.4. Successors. The Award 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, acquire any rights hereunder in accordance with
this Award or the Plan.
4.5. Notices. All notices, requests or other
communications provided for in the Award 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, or (c) by telecopy
with confirmation of receipt. The notice shall be deemed to be
received in case of delivery, on the date of its actual receipt
by the party entitled thereto, in case of mailing by certified or
registered mail, five days following the date of such mailing,
and in the case of telecopy, on the date of confirmation of
receipt.
4.6. Governing Law. The Option, this Award, and all
determinations made and actions taken pursuant hereto and
thereto, to the extent not governed by the laws of the United
States, shall be governed by the laws of the State of Delaware
and construed in accordance therewith without regard to
principles of conflicts of laws.
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4.7. Counterparts. This Award may be executed in
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:________________________________
H. Donald Nelson
Chief Executive Officer
Accepted this ____ day of
_________________, 1994.
______________________________
Name:
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APPENDIX
PERFORMANCE STOCK OPTION
AWARD FOR CORPORATE PERFORMANCE
Annual Senior Corporate Management Number of Shares Subject to Performance
Bonus Program - Actual Payment as a Stock Option as a Percentage of the
Percentage of Target Payment Shares Becoming Exercisable Under Long-
Term Option Award
(Maximum) 160% 100%
150% 92%
140% 84%
130% 76%
120% 68%
110% 59%
(Target) 100% 50%
90% 41%
80% 32%
70% 24%
60% 16%
50% 8%
less than 50% 0%
This Appendix sets forth actual payment percentages under the
Annual Senior Corporate Management Bonus Program in 10%
increments. If the actual payment percentage in a Performance
Period is less than 160% but more than 50% and is not set forth
above, the number of shares subject to a Performance Stock Option
for such Performance Period which is attributable to corporate
Performance Measures shall be determined by interpolating the
percentages set forth above.
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UNITED STATES CELLULAR CORPORATION
1994 LONG-TERM INCENTIVE PLAN
1994 LONG-TERM STOCK OPTION AWARD
BENEFICIARY DESIGNATION FORM
----------------------------
You may designate a primary beneficiary and a secondary
beneficiary. You can name more than one person as a primary or
secondary beneficiary. For example, you may wish to name your
spouse as primary beneficiary and your children as secondary
beneficiaries. Your secondary beneficiary(ies) will receive
nothing if any of your primary beneficiaries survive you. All
primary beneficiaries will share equally unless you indicate
otherwise. The same rule applies for secondary beneficiaries.
Designate Your Beneficiary(ies):
Primary Beneficiary(ies) (give name, address and
relationship to you):
___________________________________________________
___________________________________________________
___________________________________________________
Secondary Beneficiary(ies) (give name, address and
relationship to you): _____________________________
___________________________________________________
___________________________________________________
___________________________________________________
I certify that my designation of beneficiary set forth
above is my free act and deed.
______________________________ ______________________________
Name Signature
(please print)
______________________________
Date
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