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USM > SEC Filings for USM > Form 8-K on 15-Dec-2008All Recent SEC Filings

Show all filings for UNITED STATES CELLULAR CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for UNITED STATES CELLULAR CORP


15-Dec-2008

Change in Directors or Principal Officers, Financial Statements and E


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

This Form 8-K is being filed to provide information with respect to the amendment and/or adoption of the following documents with respect to officers of United States Cellular Corporation ("U.S. Cellular") that are specified in paragraph (e) of Item 5.02 of Form 8-K:

1. Fifth Amendment to 2005 Long Term Incentive Plan

On December 10, 2008, U.S. Cellular approved the Fifth Amendment to the U.S. Cellular 2005 Long-Term Incentive Plan. The purpose of this amendment was to amend the plan to comply with certain requirements of Section 409A of the Internal Revenue Code ("Section 409A"), which governs non-qualified deferred compensation arrangements (including certain equity arrangements), and to make certain other changes. A copy of this amendment is filed herewith as Exhibit 10.1.

2. Forms of Stock Option Award Agreement to be used for grants of stock options to (i) John E. Rooney and (ii) executive officers other than John E. Rooney

These forms provide for the award of stock options with respect to U.S. Cellular Common Shares and were previously filed as Exhibits 10.1 and 10.3 to U.S. Cellular's Current Report on Form 8-K dated March 13, 2008. These forms were amended by U.S. Cellular on December 9, 2008 to ensure that stock options granted by U.S. Cellular are exempt from Section 409A. Copies of the amended forms are filed herewith as Exhibits 10.2 and 10.3.

3. Forms of Restricted Stock Unit Award Agreement to be used for grants of restricted stock units to (i) John E. Rooney and (ii) executive officers other than John E. Rooney.

These forms provide for the award of restricted stock units with respect to U.S. Cellular Common Shares and were previously filed as Exhibits 10.2 and 10.4 to U.S. Cellular's Current Report on Form 8-K dated March 13, 2008. These forms were amended by U.S. Cellular on December 9, 2008 to reflect requirements of
Section 409A. Copies of the amended forms are filed herewith as Exhibits 10.4 and 10.5.

4. First Amendment to the Executive Deferred Compensation Interest Account Plan

The Executive Deferred Compensation Interest Account Plan was filed as Exhibit 10.1 to U.S. Cellular's Current Report on Form 8-K dated December 10, 2007. This plan was amended by U.S. Cellular on December 9, 2008 to reflect requirements of Section 409A and to make certain other changes. A copy of the amendment is filed herewith as Exhibit 10.6.

5. Form of Deferred Compensation Agreement - Phantom Stock Account for Deferred Bonus

The Form of Deferred Compensation Agreement - Phantom Stock Account for Deferred Bonus was filed as Exhibit 10.3 to U.S. Cellular's Current Report on Form 8-K dated December 10, 2007. This form was amended by U.S. Cellular on December 9, 2008 to reflect requirements of Section 409A and to make certain other changes. A copy of the amended form is filed herewith as Exhibit 10.7. In addition, technical adjustments of a similar nature were made to arrangements governing prior deferrals under the Phantom Stock Program.

The foregoing description is qualified by reference to the amendments and forms of award agreements which are attached hereto as Exhibits 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.


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