-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DYXWV9km50E/lU84NbLbQyfWAYzHJyMcKH6mHYvtkJKjehG/kT/D5AKorjK3kq0j ppFKp6QVJK+fIP01ZFZfBA== 0000821130-97-000004.txt : 19970109 0000821130-97-000004.hdr.sgml : 19970109 ACCESSION NUMBER: 0000821130-97-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970108 EFFECTIVENESS DATE: 19970108 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES CELLULAR CORP CENTRAL INDEX KEY: 0000821130 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 621147325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-19405 FILM NUMBER: 97502720 BUSINESS ADDRESS: STREET 1: 8410 W BRYN MAWR AVE STREET 2: STE 700 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 3123998900 MAIL ADDRESS: STREET 1: 301 S. WESTFIELD ROAD STREET 2: P.O. BOX 5158 CITY: MADISON STATE: WI ZIP: 53705-0158 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on January 8, 1997 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT Under the SECURITIES ACT OF 1933 --------------- UNITED STATES CELLULAR CORPORATION (Exact name of registrant as specified in its charter) Delaware 62-1147325 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 8410 West Bryn Mawr, Suite 700 Chicago, Illinois 60631 (Address of Principal Executive Offices) (Zip Code) United States Cellular Corporation 1996 Senior Executive Stock Bonus and Restricted Stock Award Plan (Full title of the plan) H. Donald Nelson President United States Cellular Corporation 8410 West Bryn Mawr, Suite 700 Chicago, Illinois 60631 (Name and address of agent for service) (773) 399-8900 (Telephone number, including area code, of agent for service) --------------- CALCULATION OF REGISTRATION FEE ================================================================================ Title of Proposed Securities Amount Proposes Maximum Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered Per Share(1) Offering Price Fee Common Shares, $1.00 par value 10,300 shares(2) $27.75 $285,825 $86.61 =============== ================= ================= ============== ============= (1) Estimated for the Common Shares solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Common Shares of the Company on the American Stock Exchange on January 3, 1997. (2) In addition, this Registration Statement also covers an indeterminate amount of additional securities which may be issued under the above-referenced Plan pursuant to the anti-dilution provisions of such Plan and, if interests in the above-referenced Plan are deemed to constitute separate securities, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the above-referenced Plan. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information* Item 2. Registrant Information and Employee Plan Annual Information* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents which have heretofore been filed by United States Cellular Corporation (the "Company" or the "Registrant"), with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference herein and shall be deemed to be a part hereof: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1995; 2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 1996; 3. The Company's Current Reports on Form 8-K, dated January 10 and June 21, 1996; 4. The description of the Common Shares, par value $1.00 per share ("Common Shares"), of the Company contained in the Company's Amendment No. 2 on Form 8, dated December 28, 1992, to the Company's Report on Form 8-A; and 5. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year ended December 31, 1995. All documents, subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. See Item 3. Item 5. Interests of Named Experts and Counsel. The legality of the Common Shares offered hereby is being passed upon for the Company by Sidley & Austin, One First National Plaza, Chicago, Illinois 60603. The Company is controlled by Telephone and Data Systems, Inc. ("TDS") and TDS is controlled by a voting trust. Walter C.D. Carlson, a trustee and beneficiary of the voting trust and a director of TDS, the Company and certain other subsidiaries of TDS, Michael G. Hron, the Secretary of TDS and certain subsidiaries of TDS, William S. DeCarlo, the Assistant Secretary of TDS and certain subsidiaries of TDS, Stephen P. Fitzell, the Secretary of the Company and certain other subsidiaries of TDS, and Sherry S. Treston, the Assistant Secretary of the Company and certain other subsidiaries of TDS, are partners of Sidley & Austin. -2- Item 6. Indemnification of Directors and Officers. The Company's Restated Certificate of Incorporation contains a provision providing that no director or officer of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer except for breach of the director's or officer's duty of loyalty to the Company or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, unlawful payment of dividends, unlawful stock redemptions or repurchases and transactions from which the director or officer derived an improper personal benefit. Section 145 of the General Corporation Law of Delaware permits indemnification of directors, officers and employees of a corporation under certain conditions and subject to certain limitations. Article XI of the Company's Restated Certificate of Incorporation, as amended, contains provisions for the indemnification of directors, officers and employees of the Company within the limitations permitted by Section 145. Section 145 of the General Corporation Law of Delaware contains provisions permitting (and, in some situations, requiring) Delaware corporations such as the Company to provide indemnification to their officers and directors for losses and litigation expense incurred in connection with, among other things, their service to the corporation in those capacities. Among other things, these provisions provide that the Company is required to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Company) (a "Proceeding") by reason of the fact that he is or was a director, officer or employee of the Company, or is or was serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to any employee benefit plan) against expenses (including attorney's fees), judgments, fines, ERISA excise taxes, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding to the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment). These provisions also provide for the advance payment of fees and expenses reasonably incurred by the director or officer in defense of any such Proceeding, subject to reimbursement by the director or officer if it is ultimately determined that such officer or director is not entitled to be indemnified by the Company. The Company has directors' and officers' liability insurance which provides, subject to certain policy limits, deductible amounts and exclusions, coverage for all persons who have been, are or may in the future be, directors or officers of the Company, against amounts which such persons must pay resulting from claims against them by reason of their being such directors or officers during the policy period for certain breaches of duty, omissions or other acts done or wrongfully attempted or alleged. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index. The Plan is not intended to be qualified under Section 401(a) of the Internal Revenue Code. Item 9. Undertakings. The Company hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: -3- (a) To include any prospectus required by Section 10(a)(3) of the Securities Act; (b) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (c) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs 1.(a) and 1.(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. 2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the Common Shares being registered hereby which remain unsold at the termination of the offering. 4. That, for the purposes of determining any liability under the Securities Act, each filing of the Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof. 5. That, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -4- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 8th day of January, 1997. UNITED STATES CELLULAR CORPORATION By: /s/ H. Donald Nelson ------------------------- H. Donald Nelson President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the 8th day of January, 1997. /s/ LeRoy T. Carlson, Jr. Chairman and Director - ------------------------------------ LeRoy T. Carlson, Jr. /s/ H. Donald Nelson President(Principal Executive Officer) - ------------------------------------ and Director H. Donald Nelson /s/ LeRoy T. Carlson Director - ------------------------------------ LeRoy T. Carlson /s/ Murray L. Swanson Director - ------------------------------------ Murray L. Swanson /s/ Paul-Henri Denuit Director - ------------------------------------ Paul-Henri Denuit /s/ Allan Z. Loren Director - ------------------------------------ Allan Z. Loren /s/ Walter C.D. Carlson Director - ------------------------------------ Walter C.D. Carlson /s/ Kenneth R. Meyers Vice President-Finance and Treasurer - ------------------------------------ (Principal Financial Officer) Kenneth R. Meyers /s/ Phillip A. Lorenzini Controller (Principal Accounting - ------------------------------------ Officer) Phillip A. Lorenzini EXHIBIT INDEX The following documents are filed herewith or incorporated herein by reference. Exhibit No. Description - ------- ----------- 4.1 Restated Certificate of Incorporation, as amended, of the Company (Incorporated herein by reference to Exhibit 2(a) to Amendment No. 2 on Form 8 dated December 28, 1992 to the Company's Report on Form 8-A). 4.2 Restated Bylaws, as amended, of the Company (Incorporated herein by reference to Exhibit 2(b) to Amendment No. 2 on Form 8 dated December 28, 1992 to the Company's Report on Form 8-A). 5 Opinion of Sidley & Austin. 23.1 Consent of Independent Public Accountants. 23.2 Consents of Independent Accountants. 23.3 Consent of Sidley & Austin (contained in Exhibit 5 hereto). 99.1 Form of Agreement which constitutes the United States Cellular Corporation 1996 Senior Executive Stock Bonus and Restricted Stock Award Plan EX-5 2 EXHIBIT 5 EXHIBIT 5 SIDLEY & AUSTIN ONE FIRST NATIONAL PLAZA CHICAGO, ILLINOIS 60603 January 8, 1997 United States Cellular Corporation Suite 700 8410 West Bryn Mawr Avenue Chicago, Illinois 60631 Re: United States Cellular Corporation Registration Statement on Form S-8 Gentlemen: We are counsel to United States Cellular Corporation, a Delaware corporation (the "Company"), and have represented the Company in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the offer and sale of 10,300 common shares, par value $1.00 per share (the "Shares"), of the Company pursuant to the United States Cellular Corporation 1996 Senior Executive Stock Bonus and Restricted Stock Award Plan (the "Plan"). In rendering this opinion, we have examined and relied upon a copy of the Plan and the Registration Statement, including the related Prospectus dated the date hereof. We have also examined and relied upon originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and other statements of governmental officials and other instruments, and examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for our examination. Based on the foregoing, we are of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware; and 2. Each Share will be legally issued, fully paid and nonassessable when: (i) the Registration Statement shall have become effective under the Securities Act; (ii) such Share shall have been duly issued and sold in the manner contemplated by the Plan; and (iii) a certificate representing such Share shall have been duly executed, countersigned and registered and duly delivered to the purchaser thereof against payment of the agreed consideration therefor (not less than the par value thereof) in accordance with the Plan. United States Cellular Corporation January 8, 1997 Page 2 We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or "Blue Sky" laws of the various states to the sale of the Shares. This opinion is limited to the Securities Act and the Delaware General Corporation Law. The Company is controlled by Telephone and Data Systems, Inc. ("TDS") and TDS is controlled by a voting trust. Walter C.D. Carlson, a trustee and beneficiary of the voting trust and a director of TDS, the Company and certain other subsidiaries of TDS, Michael G. Hron, the Secretary of TDS and certain subsidiaries of TDS, William S. DeCarlo, the Assistant Secretary of TDS and certain subsidiaries of TDS, Stephen P. Fitzell, the Secretary of the Company and certain other subsidiaries of TDS, and Sherry S. Treston, the Assistant Secretary of the Company and certain other subsidiaries of TDS, are partners of this Firm. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our Firm in or made a part of the Registration Statement, including the related Prospectus. Very truly yours, SIDLEY & AUSTIN EX-23 3 EXHIBIT 23-1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 Registration Statement of United States Cellular Corporation of our reports dated February 6, 1996, on the consolidated financial statements and financial statement schedules of United States Cellular Corporation and Subsidiaries, included or incorporated by reference in the United States Cellular Corporation Form 10-K for the year ended December 31, 1995, and to the incorporation by reference in this Form S-8 Registration Statement of our compilation report dated February 9, 1996, on the combined financial statements of the Los Angeles SMSA Limited Partnership, the Nashville/Clarksville MSA Limited Partnership and the Baton Rouge MSA Limited Partnership, included in the United States Cellular Corporation Form 10-K for the year ended December 31, 1995. We also consent to all references to our Firm included in this Form S-8 Registration Statement. ARTHUR ANDERSEN LLP Chicago, Illinois January 7, 1997 EX-23 4 EXHIBIT 23-2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 25, 1996, relating to the financial statements of Los Angeles SMSA Limited Partnership, appearing on page 32 of the United States Cellular Corporation Annual Report on Form 10-K for the year ended December 31, 1995. PRICE WATERHOUSE LLP San Francisco, California January 7, 1997 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Form S-8 Registration Statement of United States Cellular Corporation of our report dated February 17, 1995, of our audits of the financial statements of the Los Angeles SMSA Limited Partnership as of December 31, 1994, and for each of the two years in the period ended December 31, 1994, included in the United States Cellular Corporation Annual Report on Form 10-K for the year ended December 31, 1995; such financial statements were not included separately in such Form 10-K. COOPERS & LYBRAND L.L.P. Newport Beach, California January 6, 1997 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Form S-8 Registration Statement of United States Cellular Corporation of our reports dated February 9, 1996, February 10, 1995 and February 11, 1994, respectively, on our audits of the financial statements of the Nashville/Clarksville MSA Partnership as of December 31, 1995, 1994 and 1993 and for the years ended December 31, 1995, 1994 and 1993, included in the United States Cellular Corporation Annual Report on Form 10-K for the year ended December 31, 1995; such financial statements were not included separately in such Form 10-K. COOPERS & LYBRAND L.L.P. Atlanta, Georgia January 7, 1997 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Form S-8 Registration Statement of United States Cellular Corporation of our reports dated February 9, 1996, February 10, 1995 and February 11, 1994, respectively, on our audits of the financial statements of the Baton Rouge MSA Partnership as of December 31, 1995, 1994 and 1993 and for the years ended December 31, 1995, 1994 and 1993, included in the United States Cellular Corporation Annual Report on Form 10-K for the year ended December 31, 1995; such financial statements were not included separately in such Form 10-K. COOPERS & LYBRAND L.L.P. Atlanta, Georgia January 7, 1997 EX-99 5 EXHIBIT 99-1 EXHIBIT 99.1 UNITED STATES CELLULAR CORPORATION STOCK BONUS AND RESTRICTED STOCK AWARD AGREEMENT United States Cellular Corporation, a Delaware corporation (the "Company"), hereby grants to ______________ (the "Employee") as of [_______], 1996 (the "Grant Date") (i) ________ shares of the class of shares designated as "Common Shares" in the Company's Articles of Incorporation ("Common Stock") (the "Stock Bonus"), and (ii) a restricted stock award of ______ shares of the Company's Common Stock (the "Award"), upon and subject to the restrictions, terms and conditions set forth below. 1. Stock Bonus and Award Subject to Acceptance of Agreement. The Stock Bonus and the Award shall become null and void unless the Employee (a) shall accept this Agreement by executing it in the space provided below and returning it to the Company's Vice President of Human Resources and (b) shall execute one or more irrevocable stock powers to facilitate the transfer to the Company (or its assignee or nominee) of all or a portion of the shares subject to the Award, if shares are forfeited either pursuant to Paragraph 4 hereof or if required under applicable laws or regulations, and return such stock power or powers to the Company's Vice President of Human Resources. As soon as practicable after the conditions set forth in clauses (a) and (b) of the previous sentence are satisfied, the Company shall cause to be issued in the Employee's name a stock certificate or certificates -1- representing the total number of shares of Common Stock subject to the Stock Bonus and a stock certificate or certificates representing the total number of shares of Common Stock subject to the Award. 2. Custody and Delivery of Shares. The Company shall deliver, subject to Paragraph 5.3, the certificate or certificates representing the shares of Common Stock granted under the Stock Bonus as soon as administratively practicable after this Agreement has been executed and returned to the Company in accordance with Paragraph 1. The Company shall hold the certificate or certificates representing the shares of Common Stock subject to the Award (the "Award Shares") until the restrictions on such shares have terminated and the Company shall thereupon, subject to Paragraph 5.3, deliver the certificate or certificates for such shares to the Employee. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Paragraph 5.3. 3. Rights as a Stockholder. The Employee shall have the right to vote the Award Shares (and Common Stock distributions thereon), unless and until such shares are forfeited pursuant to Paragraph 4 hereof or if required under applicable laws or regulations. Any dividends or other distributions (including, without limitation, a cash dividend, a stock dividend or stock split) with respect to Award Shares shall be delivered to the Company and shall be subject to the same restrictions as the Award Shares. If any dividend or other distribution is in the form of Common Stock, the Employee shall execute one or more irrevocable stock powers similar to the stock powers executed with respect to the Award Shares and return such stock power and powers to the Company's Vice President of Human Resources. Such dividends and other distributions made with respect to Award Shares shall be accumulated in a separate account for the Employee. As soon -2- as practicable after any Award Shares are no longer subject to forfeiture, (i) any cash dividends held in such separate account in respect of such shares shall be paid to the Employee in cash without interest and (ii) any other distributions made in respect of such shares shall be delivered to the Employee in kind without interest. 4. Restriction Period and Forfeiture. (a) In General. Except as otherwise provided in this Paragraph 4, the restrictions on 50% of the Award Shares shall terminate when the Company achieves the 1.5 million customer level and the restrictions on the other 50% of the Award Shares shall terminate when the Company achieves the 2.0 million customer level, provided that with respect to each such 50% the Employee is employed by the Company or any other corporation which owns directly or indirectly at least 50% of the outstanding stock of the Company (or the combined voting power of such outstanding stock) or a corporation at least 50% of whose outstanding stock or the combined voting power of such outstanding stock is owned directly or indirectly by the Company (an "Affiliate") on the date the relevant customer level is achieved. For purposes of the Award, only customers in markets managed by the Company shall be included in determining the Company's customer level. (b) Retirement, Disability or Death. If the Employee's employment by the Company or an Affiliate terminates by reason of (i) retirement on or after age 65, (ii) a total physical disability which, in the judgment of the Chairman, prevents the Employee from performing such Employee's employment duties for a continuous period of at least six months ("Disability") or (iii) death prior to termination of restrictions on all the Award Shares in accordance with subsection (a) above, the restrictions shall terminate upon the Employee's termination of employment. -3- (c) Other Termination of Employment. If the Employee's employment by the Company or an Affiliate terminates for any reason other than retirement on or after age 65, Disability or death prior to termination of restrictions on all the Award Shares in accordance with subsection (a) above, the Award Shares subject to the restrictions on the date of the Employee's termination of employment shall be forfeited and shall be canceled by the Company. In the event that the Employee shall forfeit any Award Shares, the Employee shall, within 10 days of the date of the Company's written request, return this Agreement to the Company for cancellation. Notwithstanding the prior sentence, such shares nonetheless shall be forfeited and canceled by the Company. (d) Competition or Misappropriation of Confidential Information. If prior to the delivery of the certificates representing the shares subject to the Stock Bonus or any Award Shares in accordance with Paragraph 2 above, the Employee either (i) enters into competition with the Company or an Affiliate or (ii) misappropriates confidential information of the Company or an Affiliate, as determined by the Chairman in his sole discretion, then all rights with respect to the Common Shares evidenced by such certificate or certificates shall be immediately 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, 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 (A) 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 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 -4- benefit of anyone other than the Company or such Affiliate, as the case may be, or discloses the 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 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. (e) Change in Control. Any restrictions on Award Shares shall immediately terminate upon the occurrence of (i) a "Change in Control," as defined below, or (ii) a "change in control" within the meaning of the Telephone and Data Systems, Inc. 1994 Long-Term Incentive Plan at a 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. For purposes of this Paragraph 4(e), a 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 -5- (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 Paragraph 4(e), 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 the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of such Incumbent Board; provided that any individual who becomes a director of the Company after such date, 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, -6- 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) approval by the stockholders of the Company 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 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 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 -7- (4) approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company. 5. Additional Terms and Conditions of Stock Bonus and Award. 5.1. Nontransferability of Award. During the restriction period described in Section 4(a), the shares of Common Stock subject to such restrictions may not be transferred by the Employee other than by will, the laws of descent and distribution or to the Employee's beneficiary or beneficiaries as designated on the form attached hereto. Except as permitted by the foregoing, during the restriction period described in Section 4(a), the shares of Common Stock subject to such restrictions 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. Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such shares shall be null and void. 5.2. Investment Representation. The Employee hereby represents and covenants that (a) any share of Common Stock acquired as part of the Stock Bonus or upon the vesting of 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 law; (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 form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date -8- of acquisition of any shares hereunder or (y) is true and correct as of the date of any sale of any such shares, as applicable. As a further condition precedent to the delivery to the Employee of any shares granted pursuant to the Stock Bonus or the Award, the Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the shares and, in connection therewith, shall execute any documents which the Board of Directors of the Company or any committee authorized by the Board of Directors of the Company shall in its sole discretion deem necessary or advisable. 5.3. Tax Withholding. (a) As a condition precedent to any delivery to the Employee of any shares of Common Stock granted pursuant to either the Stock Bonus or the Award, the Employee shall, upon request by the Company, pay to the Company 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 shares. If the Employee 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 Employee. (b) The Employee 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 Paragraph 5.3(a), (2) delivery to the Company of previously owned whole shares of Common Stock (for which the Employee has good title, free and clear of all liens and encumbrances) having a fair market value determined as of the date the obligation to withhold or pay taxes first arises in connection with the Stock Bonus or the Award (the "Tax Date") which is equal to the Required Tax Payments, (3) authorizing the Company to withhold from the shares of Common Stock which would otherwise be delivered to the -9- Employee pursuant to the Stock Bonus or the Award a number of whole shares of Common Stock having a fair market value determined as of the Tax Date which is equal to the Required Tax Payments, (4) a cash payment by a broker-dealer acceptable to the Company through whom the Employee has sold the shares with respect to which the Required Tax Payments have arisen or (5) any combination of (1), (2) and (3). The Company shall have sole discretion to disapprove of an election pursuant to any of clauses (2)-(5). Whole shares of Common Stock to be so delivered or withheld may not have an aggregate fair market value in excess of the minimum amount of the Required Tax Payments. Any fraction of a share of Common Stock which would be required to pay the Required Tax Payments in full shall be disregarded and the remaining amount due shall be paid in cash by the Employee. 5.4. 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 number and class of shares of Common Stock subject to any restrictions at the time of such event shall be appropriately adjusted by the Company. The decision of the Company regarding the amount and timing of any adjustment pursuant to this Paragraph 5.4 shall be final, binding and conclusive. 5.5. Compliance with Applicable Law. The Stock Bonus and the Award are subject to the condition that if the listing, registration or qualification of the shares of Common Stock subject to the Stock Bonus or the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or, in the case of any Award Shares, the taking of any other action is necessary or desirable as a condition of, or in connection with, the termination of the restrictions on such shares or delivery of such shares may not be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not -10- acceptable to the Company. The Company agrees to make every reasonable effort to effect or obtain any such listing, registration, qualification, consent or approval. 5.6. Stock Bonus and Award Confer No Rights to Continued Employment. In no event shall the granting of the Stock Bonus or the Award or their acceptance by the Employee give or be deemed to give the Employee any right to continued employment by the Company or by any Affiliate. 5.7. Decisions of Chairman. The Chairman 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 Chairman regarding this Agreement shall be final, binding and conclusive. 6. Miscellaneous Provisions. 6.1. Successors. This 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. 6.2. Notices. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by actual delivery to the party entitled thereto, or (b) by mailing through the United States postal service to the last known address of the party entitled thereto, via certified or registered mail, postage prepaid and return receipt requested or 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, and 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. -11- 6.3. Governing Law. This Agreement and all determinations made and actions taken pursuant thereto, to the extent not governed by the laws of the United States, shall be governed by, and interpreted in accordance with, the internal laws of the State of Delaware, without regard to conflicts of laws principles. 6.4. Counterparts. This 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:_______________________________ H. Donald Nelson Chief Executive Officer Accepted this____ day of _________________, 199_. ________________________ Employee -12- UNITED STATES CELLULAR CORPORATION STOCK BONUS AND RESTRICTED STOCK AWARD AGREEMENT 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 -----END PRIVACY-ENHANCED MESSAGE-----