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Exhibit 10.7
EXECUTIVE DEFERRED COMPENSATION AGREEMENT
PHANTOM STOCK ACCOUNT—2009 BONUS YEAR
THIS AGREEMENT , entered into this
day of December, 2008, by and
between
(hereinafter referred to as the "Executive") and United States
Cellular Corporation (hereinafter referred to as the "Company"), a
Delaware corporation, located at 8410 West Bryn Mawr Avenue,
Suite 700, Chicago, IL 60631-3486.
W I T N E S S E T H:
WHEREAS , the Executive is now and will in the future be
rendering valuable services to the Company, and the Company desires
to ensure the continued loyalty, service and counsel of the
Executive; and
WHEREAS , the Executive desires to defer a portion of his
or her annual bonus for services to be performed in calendar year
2009 (the "Bonus Year") until separation from service, permanent
disability, death, a specified date in 2013 or later or
unforeseeable emergency.
NOW, THEREFORE , in consideration of the covenants and
agreements herein set forth, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto covenant and agree as follows:
1.
Deferred Compensation Account. The Company agrees to
establish and maintain a book reserve (the "Deferred Compensation
Account") for the purpose of measuring the amount of deferred
compensation payable to the Executive under this Agreement.
Credits shall be made to the Deferred Compensation Account as
follows:
(a)
Annual Bonus Deferral. On each issuance of a check in
full or partial payment of the Executive’s annual bonus, if
any, for services to be performed in the Bonus Year, there shall be
deducted an amount equivalent to
percent of the gross bonus payment which will be credited to the
Deferred Compensation Account as of the date on which such check is
to be issued.
The bonus deferral selected in this paragraph
1(a) shall be irrevocable except in the event that, prior to
the date that the bonus is to be paid, the Executive receives a
withdrawal due to the Executive’s unforeseeable emergency (as
defined in paragraph 3(f)) from a nonqualified deferred
compensation plan maintained by the Company or any affiliate
thereof. In such event, the bonus deferral shall be cancelled
in its entirety.
(b)
Company Match. As of each date on which an amount is
credited to the Deferred Compensation Account pursuant to paragraph
1(a), there also shall be credited to the Deferred Compensation
Account a Company Match amount equal to the sum of (i) 25% of
the amount credited to the Deferred Compensation Account pursuant
to paragraph 1(a) which does not exceed one-half of the
Executive’s total gross bonus for the Bonus Year and
(ii) 33 1/3% of the amount credited to the Deferred
Compensation Account pursuant
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to paragraph 1(a) which exceeds one-half of the
Executive’s total gross bonus for the Bonus Year.
(c)
Deemed Investment of Deferred Compensation Account.
An amount credited to the Deferred Compensation Account pursuant to
paragraph 1(a) or 1(b) shall be deemed to be invested in
whole and fractional shares of common stock of the Company at the
closing sale price on the principal national stock exchange on
which such stock is traded on the date as of which the amount is
credited to the Deferred Compensation Account or, if there is no
reported sale for such date, on the next preceding date for which a
sale was reported.
2.
Vesting of Deferred Compensation.
(a)
Annual Bonus Deferral. The bonus deferral amount
credited to the Deferred Compensation Account pursuant to paragraph
1(a) (as adjusted for deemed investment returns) shall be 100%
vested at all times.
(b)
Company Match. One-third of the Company Match amount
credited to the Executive’s Deferred Compensation Account
pursuant to paragraph 1(b) (as adjusted for deemed investment
returns) shall become vested on each of the first three annual
anniversary dates of December 31, 2009, provided that the
Executive is an employee of the Company or an affiliate thereof on
such date and the related amount credited to the Deferred
Compensation Account pursuant to paragraph 1(a) has not been
withdrawn or distributed before such date. Any Company Match
amount (as adjusted for deemed investment returns) that is not
vested as of the date that the related bonus amount credited to the
Deferred Compensation Account is withdrawn or distributed shall be
forfeited as of the date of such withdrawal or distribution.
Notwithstanding the foregoing, the Company Match amount (as
adjusted for deemed investment returns), to the extent not
forfeited previously, shall become 100% vested upon (i) the
Executive’s separation from service by reason of the
Executive’s retirement or death or (ii) the Executive
suffering a permanent disability prior to the Executive’s
separation from service.
For all purposes of this Agreement, "separation from service" shall
have the meaning set forth in the United States Cellular
Corporation 2005 Long-Term Incentive Plan, as it may be amended
from time to time (or any successor thereto) (the "LTIP").
"Retirement" shall mean the Executive’s separation from
service on or after his or her Early or Normal Retirement Date (as
defined in the Telephone and Data Systems, Inc. Pension
Plan). "Permanent disability" shall mean (i) the
Executive’s inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve
(12) months or (ii) the Executive’s receipt, by reason
of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, of income
replacement benefits for a period of not less than three
(3) months under an accident and health plan covering
employees of the Executive’s employer.
(c)
Competition or Misappropriation of Confidential Information or
Separation due to Negligence or Willful Misconduct.
Notwithstanding the provisions of paragraph 2(b), if the Executive
enters into competition with, or misappropriates confidential
information of, the Company or any affiliate thereof, or if the
Executive separates from service on account of the
Executive’s negligence or willful misconduct, in each case as
determined by the Company in its sole discretion, then the Company
Match amount credited to the
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Executive’s Deferred Compensation Account pursuant to
paragraph 1(b) (as adjusted for deemed investment returns)
immediately shall be forfeited, irrespective of whether such amount
otherwise was considered vested.
For this purpose, the Executive shall be treated as entering
into competition with the Company or any affiliate thereof if the
Executive (i) directly or indirectly, individually or in
conjunction with any person, firm or corporation, has contact with
any customer of the Company or any affiliate or any prospective
customer which has been contacted or solicited by or on behalf of
the Company or any 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; (ii) directly or indirectly,
individually or in conjunction with any person, firm or
corporation, becomes employed in the business or engages in the
business of providing wireless products or services in any
geographic territory in which the Company or an affiliate offers
such products or services or has plans to do so within the next
twelve (12) months or (iii) otherwise competes with the
Company or an affiliate in any manner or otherwise engages in the
business of the Company or an affiliate. The Executive shall
be treated as misappropriating confidential information of the
Company or an affiliate thereof if the Executive (i) uses
confidential information (as defined below) for the benefit of
anyone other than the Company or an affiliate or discloses the
confidential information to anyone not authorized by the Company or
an affiliate 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 the
Company or an affiliate or (iii) upon termination of
employment or service or upon the request of the Company or an
affiliate, fails to return all confidential information then in the
Executive’s possession. "Confidential information"
shall mean any confidential and proprietary drawings, reports,
sales and training manuals, customer lists, computer programs and
other material embodying trade secrets or confidential technical,
business or financial information of the Company or an affiliate
thereof.
3.
Payment of Deferred Compensation.
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