Unit Award Agreement (2005)Full Document 

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2005 LONG-TERM INCENTIVE PLAN
2005 RESTRICTED STOCK UNIT AWARD AGREEMENT


  United States Cellular Corporation, a Delaware corporation (the “Company”), hereby grants to John E. Rooney (the “Employee”) as of March 31, 2005 (the “Grant Date”), pursuant to the provisions of the United States Cellular Corporation 2005 Long-Term Incentive Plan (the “Plan”), a Restricted Stock Unit Award (the “Award”) with respect to        shares of Stock, upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Award Subject to Acceptance of Award Agreement

 The Award shall become null and void unless the Employee accepts this Award Agreement by executing it in the space  provided at the end hereof and returning it to the Company.

2. Restriction Period and Forfeiture

  (a) In General. Except as otherwise provided in this Award Agreement, the restrictions on the Award shall terminate in their entirety on October 10, 2006, provided that the Employee remains continuously employed by or of service to the Employers and Affiliates until such date.

  (b) Retirement at or after Attainment of Age 65, Disability or Death. If the Employee’s employment by or service to the Employers and Affiliates terminates prior to October 10, 2006 by reason of retirement at or after attainment of age 65, Disability or death, the restrictions on the Award shall terminate in their entirety upon such termination of employment or service.

  (c) Other Termination of Employment or Service. If the Employee’s employment by or service to the Employers and Affiliates terminates prior to October 10, 2006 for any reason other than retirement at or after attainment of age 65, Disability or death, the Award shall be forfeited and shall be canceled by the Company.

  (d) Forfeiture of Award upon Competition or Misappropriation of Confidential Information. Notwithstanding any other provision herein, if the Employee (i) enters into competition with an Employer or other Affiliate or (ii) misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion, then the Award shall be forfeited and shall be canceled by the Company. For purposes of the preceding sentence, the Employee shall be treated as entering into competition with an Employer or other Affiliate if the Employee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or any prospective customer which has been contacted or solicited by or on behalf of an Employer or other 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 an Employer or other Affiliate or (ii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Employee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Employee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or such Affiliate, as the case may be, to receive such information, (ii) upon termination of employment or service, makes any summaries of, takes any notes with respect to or memorizes or takes any confidential information or reproductions thereof from the facilities of an Employer or other Affiliate or (iii) upon termination of employment or service or upon the request of an Employer or other 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 an Employer or other Affiliate.

3. Change in Control

  (a)  (1) Notwithstanding any provision in the Plan or in this Award Agreement, in the event of a Change in Control, the Board may, but shall not be required to, make such adjustments to the Award as it deems appropriate, including, without limitation, (i) causing the restrictions on the Award to immediately terminate or (ii) electing that the Award be surrendered to the Company by the holder thereof, that the Award be immediately canceled by the Company and that the holder of the Award receive, within a specified period of time from the occurrence of the Change in Control, a cash payment from the Company in an amount equal to the number of shares of Stock then subject to the Award, multiplied by the greater of (x) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (y) the Fair Market Value of a share of Stock on the date of the occurrence of the Change in Control.

      (2)  In the event of a Change in Control pursuant to Section (b)(3) or (4) below in connection with which the holders of Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, the Board may, but shall

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