UNITED STATESCELLULAR CORPORATION 2007 EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN Effective January 1, 2007
Exhibit 10.1
UNITED STATES CELLULAR CORPORATION
2007 EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN
Effective January 1, 2007
I. PURPOSE
· To provide incentive for the officers of U.S. Cellular (USCC) to extend their best efforts towards achieving superior results in relation to key business measures;
· To reward USCC’s executive officers in relation to their success in meeting and exceeding the performance targets; and
· To help USCC attract and retain talented leaders in positions of critical importance to the success of the company.
II. ELIGIBLE PARTICIPANTS AND TARGETS
Executive Vice Presidents and Senior Vice President. Each participant’s target incentive is expressed as a percentage of his/her base salary.
III. BONUS POOL
The officer bonus plans of USCC are discretionary in nature, and are based in part, on company performance, individual performance, and individual bonus targets, which contribute to the formation and size of an aggregate bonus pool for all USCC officers.
This officer bonus pool is determined by taking each officers target annual bonus payout (calculated as a percentage of the officers base salary) multiplied by the company / regional performance percentage attainment number achieved under the applicable officers bonus plan. The President and CEO will consider the performance factors (See Performance Measures in Section IV below) and any other information he deems relevant in determining the amount available under the bonus pool. This pool is not earned, nor are payouts vested until the bonus payout date. (See Attachment I — Administrative Guidelines)
The President and CEO determines the actual payout that each officer will receive and is not bound to adhere to any guideline. However, the sum of all participants’ actual awards cannot deviate from the officer bonus pool by + /-18% for 2007. The Chairman must approve all officer bonuses prior to payout.
IV. PERFORMANCE MEASURES
The following performance measures, using weights and definitions as approved by the Chairman, will be considered in evaluating the achievements of the officer team for the purposes of this plan. These components were selected as the best measures of USCC’s growth and success, and are consistent with those used for other levels of USCC management. Payouts based on each of these measures will be evaluated using the 2007 Officer Annual Incentive Plan Matrices and the relative weighting of each measure that are approved by the Chairman.
| Performance Measures | ||
| Growth Factors | ||
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| * | Customer Addition Equivalents |
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| * | Customer Defections |
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| * | Consolidated Revenue |
| Profit Factors | ||
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| * | Improvement on Return on Capital |
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| * | Consolidated Cash Flow |
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V. MISCELLANEOUS PROVISIONS
Management reserves the right to amend or discontinue the Plan at any time, with or without notice.
There are no oral agreements or understandings between USCC 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 USCC policy, USCC shall have the right to revoke this program, reduce or eliminate compensation as it applies to the violator, or any other remedy as provided by corporate policy or law.
This program shall not be construed as an employment contract or as a promise of continuing employment between USCC and the associate. Employment with USCC is terminable at will, i.e.; either the participant or USCC may terminate the relationship at any time, with or without cause.
| /s/ John E. Rooney |
| 8-1-07 |
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| President and CEO |
| Date |
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| /s/ Leroy T. Carlson Jr. |
| 8 August 2007 |
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| Chairman |
| Date |
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Attachment I
Administrative Guidelines
| PLAN EFFECTIVE DATES: |
| January 1, 2007 — December 31, 2007 |
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| GENERAL ADMINISTRATION: |
| Exempt Associates: The target annual bonus payout for an exempt participant will be based on the associate’s base salary as of December 31, 2007 |
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| VESTING |
| The bonus is not ‘earned,’ and does not vest unless the associate remains employed through the actual bonus payout date. Special rules apply to those associates who retire or die before the actual bonus payout date (see below). |
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| INDIVIDUAL PERFORMANCE |
| Any associate who receives a 2007 annual individual performance rating of ‘Partially Meets (PM),’ or ‘Fails to Meet Expectations (FM),’ is not eligible for a 2007 Plan payout. |
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| SEPARATION PRIOR TO PAYOUT VESTING DATE |
| Not eligible for a payout unless separation is because of retirement or death (see below), or unless approved by the Sr. Vice President of Human Resources. |
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| RETIREMENT/DEATH During |
| Payout based on a proration for time worked during the plan year (2007), individual performance, and the plan attainment percentage assigned by the CEO. |
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| LOA (FMLA) During Plan Year |
| Full payout made; no prorations. |
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| LOA (NON-FMLA) During Plan |
| Payout based on a proration for time worked during the plan year (2007), individual performance, and the plan attainment percentage assigned by the CEO. |
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| MILITARY LEAVE |
| If an associate works during any part of the plan year, full payout made; no prorations. |
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| TRANSFERS/PROMOTIONS |
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| Within/ Between Annual Plans: |
| If an associate is promoted / transferred within or between incentive plan(s), no prorations will be made in determining the bonus pool. The pool allocation will be based on the associate’s plan as of 12/31/07. The actual bonus payout will be recommended by the associate’s immediate leader and approved by the EVP/SVP. It will be based on plan attainment as well as individual performance. |
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| Between an Annual Plan and |
| Prorated payouts from both positions/plans will be determined following end of plan year. The following factors will be considered in the determination of the payout: both plans’ attainment percentages, individual performance in each job/plan, the last base salary from each position occupied during the plan year (if applicable), target incentive assigned for each position’s pay grade, and percentage of time worked in each position/plan during the plan year (2007). |
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| NEW HIRES DURING THE |
| Associates hired during 2007 will be eligible to participate in the Plan on a prorated (percentage of time worked in the year) basis. The associate must have a start date of at least 11/30/07 in order to be eligible to receive a prorated payout. Any associate hired between 12/01/07 and 12/31/07 will not receive a payout from the 2007 Plan. |
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| TRANSFERS TO/ FROM TDS |
| If an associate transfers to/from another TDS business unit, he/she will receive a prorated payout based on the factors listed above. |
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| BONUS PAYOUT DATE |
| Bonuses are to be paid during the period commencing on January 1, 2008 and ending on March 15, 2008. Historically bonuses have been paid on March 15th of each year following the end of the plan effective date (12/31). Notwithstanding the foregoing, in the event that payment by March 15, 2008 is administratively impracticable and such impracticability was unforeseeable (in each case, such that the payment continues to qualify as a “short-term deferral” within the meaning of section 409A of the Internal Revenue Code), payment will be made as soon as administratively practicable after March 15, 2008, but in no event later than December 31, 2008. Payment will be in the form of a lump sum. |
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