UNITED STATESCELLULAR CORPORATION 2013 OFFICER ANNUALINCENTIVE PLAN Effective January 1,2013

EXHIBIT 10.1

UNITED STATES CELLULAR CORPORATION

2013 OFFICER ANNUAL INCENTIVE PLAN

Effective January 1, 2013

I.             PURPOSE

Ø  To provide incentive for the officers of U.S. Cellular to extend their best efforts towards achieving superior results in relation to key business measures;

Ø  To reward U.S. Cellular officers in relation to their success in meeting and exceeding the performance targets; and

Ø  To help U.S. Cellular 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 and Vice President Level Officers are eligible to participate in the Plan. 

III.          PERFORMANCE MEASURES & WEIGHTINGS

IV.          PERFORMANCE MEASURES DEFINITIONS

Company Performance:

Weighting: 60%:    

Consolidated Service Revenues: Actual service revenues measured against targeted service revenues determined on a consolidated company-wide basis and in a manner consistent to U.S. Cellular's presentation of service revenues for external reporting purposes.   Equipment revenue is excluded from this calculation.

Consolidated Adjusted Income Before Income Taxes (AIBIT):  Actual AIBIT measured against targeted AIBIT determined on a consolidated company-wide basis and in a manner consistent to U.S. Cellular's presentation of AIBIT for external reporting purposes.  AIBIT will be determined from the Consolidated Statement of Operations, and is defined as income before income taxes, adjusted for depreciation, amortization and accretion, net gain or loss on sale of business and other exit costs (if any), and interest expense. 

Consolidated Capital Expenditures: Actual capital expenditures measured against targeted 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 since it would measure what is spent, but not necessarily the efficiency and/or productivity of what is spent.  Therefore, if warranted, the measurement of actual expenditures vs. targeted expenditures will incorporate an adjustment for spending efficiency/productivity which could include an assessment of the “degree of completion” of certain projects.  Such an assessment will be made and recommended by senior management and will be subject to the review and approval of the Chairman.

Notes:

§  Results associated with the NY 1&2 markets, acquisitions and / or divestitures, TDS Corporate assessments and bonus expense will be excluded from the calculations of all measures.

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

§  Carrying out his/her ongoing responsibilities and key initiatives during the performance year.

§  Recommending/making decisions; taking actions; and providing support, assistance and counsel to executive management and other leaders throughout the business.

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

§  Evaluation of the officer’s performance in the above areas.

§  Performance feedback received on the officer. 

§  The officer’s report on his/her activities/accomplishments for the performance year.

V.            MISCELLANEOUS PROVISIONS

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 narrow 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 and between target and maximum target performance levels will be computed by interpolation.

Any bonus for performance below the minimum percentage will be at the discretion of the Chairman.

Chairman Assessment on Strategic Initiatives: 

Individual Performance: 

Administrative Guidelines