Form 8-K UNITED STATES CELLULAR For: Jun 07

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The following information is being provided pursuant to paragraph (e) of Item 5.02 of Form 8-K:

United States Cellular Corporation 2016 Executive Officer Annual Incentive Plan.

As of June 7, 2016 the United States Cellular Corporation (“U.S. Cellular”) 2016 Executive Officer Annual Incentive Plan Effective January 1, 2016 (“2016 Incentive Plan”) was approved both by U.S. Cellular’s Chairman and by U.S. Cellular’s President and Chief Executive Officer. Neither the Chairman nor the President and Chief Executive Officer participate in such plan.

The purposes of the 2016 Incentive Plan are: to provide incentive for the executive officers of U.S. Cellular to extend their best efforts toward achieving superior results in relation to key business performance targets; to reward U.S. Cellular’s executive officers in relation to their success in meeting and exceeding the performance targets; and to attract and retain talented leaders in positions of critical importance to the success of U.S. Cellular. Eligible participants in the 2016 Incentive Plan are all executive officers of U.S. Cellular, which are defined in the 2016 Incentive Plan as all executive vice presidents and the senior vice president – chief human resources officer.

The following performance measures will be considered for the purposes of the 2016 Incentive Plan: 

It is anticipated that bonuses for 2016 will be paid on or after January 1, 2017 but no later than March 15, 2017 (the “bonus payout date”).  However, in the event of a payout in connection with retirement or death, the bonus will be paid as soon as administratively possible following such retirement or death, but no later than the bonus payout date.  No bonus is due unless an executive officer remains employed through the bonus payout date except that an executive officer who separates due to retirement or death is eligible for a pro-rated bonus.  In addition, the President and CEO may approve a bonus, or a pro-rated bonus, for an executive officer who is not employed through the bonus payout date.

Any compensation earned or paid pursuant to the 2016 Incentive Plan is subject to forfeiture, recovery by U.S. Cellular, or other action pursuant to any clawback or recoupment policy which U.S. Cellular may adopt from time to time, including without limitation any such policy which U.S. Cellular may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

The foregoing description of the 2016 Incentive Plan is not purported to be complete with respect to the material terms of such plan and is qualified by reference to the complete 2016 Incentive Plan for the material terms of such plan, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits

(d)          Exhibits:

In accordance with the provisions of Item 601 of Regulation S-K, any exhibits filed or furnished herewith are set forth on the Exhibit Index attached hereto.

Exhibit 10.1

UNITED STATES CELLULAR CORPORATION

2016 EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN

Effective January 1, 2016

I. PURPOSE

• To provide incentive for the executive officers of U.S. Cellular to extend their best efforts towards achieving superior results in relation to key business performance targets;
• To reward U.S. Cellular executive officers in relation to their success in meeting and exceeding the performance targets; and
• To attract and retain talented leaders in positions of critical importance to the success of the Company.

II. ELIGIBLE PARTICIPANTS

All U.S. Cellular Executive Officers are eligible to participate in this 2016 Executive Officer Annual Incentive Plan (“Plan”).  Executive officers include all Executive Vice Presidents and the Senior Vice President - Chief Human Resources Officer. 

III. PERFORMANCE MEASURES & WEIGHTINGS

IV. PERFORMANCE MEASURES DEFINITIONS

Company Performance - Weighting 60%: Actual performance will be assessed against the targeted performance for each performance measure.  The performance measures are defined below.      

Consolidated Total Revenues: Total revenues determined on a consolidated company-wide basis and in a manner consistent to U.S. Cellular's presentation of total revenues for external reporting purposes.  

Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA):  Adjusted EBITDA determined on a consolidated company-wide basis and in a manner consistent to U.S. Cellular's presentation of Adjusted EBITDA for external reporting purposes. 

Consolidated Capital Expenditures:  Capital expenditures determined on a consolidated company-wide basis and in a manner consistent to U.S. Cellular's presentation of capital expenditures for external reporting purposes.  The measurement of actual capital expenditures against targeted capital expenditures may not be sufficiently comprehensive because it would measure actual expenditures, but not necessarily the efficiency and/or productivity of those expenditures.  Therefore, if appropriate, the measurement of actual expenditures against targeted expenditures could incorporate an adjustment for spending efficiency/productivity which could include an assessment of the degree of completion of certain projects.  The determination of whether such an adjustment is appropriate and the amount of the adjustment will be made by the President and CEO and will be subject to the review and approval of the Chairman.

Customer Engagement:  Performance against targets for the total annual company customer engagement score.

Notes:

• Results associated with acquisitions and / or divestitures, will be evaluated on a case-by-case basis to determine whether adjustments to target or actual results are warranted.
• The Chairman in his discretion may adjust targets to reflect unanticipated events.

Chairman Assessment on Strategic Initiatives - Weighting: 10%:    

The Chairman in his qualitative and subjective assessment of U.S. Cellular’s overall company performance during the year will consider the following key factors and any other information he deems relevant in determining the level of attainment for this measure:

• Achievement of key goals and objectives provided to the U.S. Cellular board of directors. 
• Accomplishing / making commendable progress on major initiatives for the year to the extent not covered under the key goals and objectives provided to the board of directors.
• Developing and enhancing strategies and plans that strengthen the Company’s ability to successfully compete in the marketplace.

Individual Performance - Weighting: 30%:    

Each executive officer’s individual performance for the year will be assessed by the President and CEO based on such executive officer’s effectiveness/success with regard to:

• Carrying out his/her ongoing responsibilities and key initiatives during the performance year.
• Executive level leadership and teamwork.
• Identification and development of key talent for succession planning purposes.
• Associate engagement as measured in large part by the Company’s culture survey.

In making these assessments, the President and CEO also will take into consideration:

• Evaluation of the executive officer’s performance in the above areas.
• Performance feedback received on the executive officer. 
• The executive officer’s report on his/her activities/accomplishments for the performance year.

V. MISCELLANEOUS PROVISIONS

The Plan is subject to the Administrative Guidelines attached hereto as Exhibit A.  U.S. Cellular reserves the right to amend or discontinue the Plan at any time, with or without notice. 

There are no oral or written agreements or understandings between U.S. Cellular and the participants affecting or relating to this Plan not referenced herein.  If the participant fails to adhere to the ethical and legal standards as referenced by U.S. Cellular policy, U.S. Cellular shall have the right to revoke this Plan, reduce or eliminate compensation as it applies to the violator, or any other remedy as provided by corporate policy or law.

Any compensation earned or paid pursuant to this Plan is subject to forfeiture, recovery by U.S. Cellular or other action pursuant to any clawback or recoupment policy which U.S. Cellular may adopt from time to time, including without limitation any such policy which U.S. Cellular may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

This program shall not be construed as an employment contract or as a promise of continuing employment between U.S. Cellular and the associate.  Employment with U.S. Cellular is terminable at will, i.e., either the participant or U.S. Cellular may terminate the relationship at any time, with or without cause. 

VI. BONUS RANGES AS A PERCENT OF TARGET

The bonus ranges were set to reinforce the Company’s pay for performance culture.  Minimum performance levels for each component need to be achieved before any bonus is earned.  The ranges result in substantial reductions in bonuses when targets are not achieved, and greater rewards for above target performance.

Company Performance Measures:

Bonus Payouts as a Percent of Target at Minimum and Maximum Performance Levels:

Bonus payouts between the minimum and target performance levels and between the target and maximum performance levels will be computed by interpolation.  Any bonus for performance below the minimum level will be determined and approved at the discretion of the Chairman.

Chairman Assessment on Strategic Initiatives: 

Individual Performance: