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| USM > SEC Filings for USM > Form 8-K on 9-Nov-2009 | All Recent SEC Filings |
9-Nov-2009
Change in Directors or Principal Officers, Financial Statements and E
On November 5, 2009, United States Cellular Corporation ("U.S.
Cellular") issued a press release announcing the resignation of Jay M. Ellison,
Executive Vice President and Chief Operating Officer, effective December 31,
2009, and the expected appointment of Alan D. Ferber as Executive Vice President
- Operations, effective January 1, 2010. A copy of such press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein. The
following responds to the requirements of Item 5.02 of Form 8-K.
(a) N/A
(b) Jay M. Ellison has resigned as U.S. Cellular's Executive Vice President and Chief Operating Officer effective as of the end of the day on December 31, 2009.
(c) (1) Alan D. Ferber is expected to be appointed Executive Vice President - Operations effective January 1, 2010 pursuant to an action by the U.S. Cellular Board of Directors expected to be taken on November 17, 2009.
(2) Alan D. Ferber is 42 years old. Mr. Ferber is currently the Vice President - Sales Operations and Chief Marketing Officer of U.S. Cellular. There is no arrangement or understanding between Mr. Ferber and any other person pursuant to which he was selected to serve in any office. He has no family relationship with any director or executive officer or person nominated or chosen by U.S. Cellular to become a director or executive officer of U.S. Cellular. Mr. Ferber has been Vice President - Sales Operations and Chief Marketing Officer of U.S. Cellular since 2008. Prior to that time, Mr. Ferber was Vice President - Marketing of U.S. Cellular since he was first employed by U.S. Cellular in 2001. Additional information regarding Mr. Ferber is set forth in the press release attached hereto as Exhibit 99.1 and incorporated by reference herein. Since the beginning of 2008, there has not been any transaction, or series of similar transactions, and there is not currently any proposed transaction, or series of similar transactions, to which U.S. Cellular or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000, in which Mr. Ferber or any of his immediate family members had or will have a direct or indirect material interest, except for ordinary compensation and benefit plan arrangements.
(3) U.S. Cellular did not enter into or amend any material plan, contract or arrangement to which Mr. Ferber is a party or in which he participates or make or modify any grant or award to Mr. Ferber in connection with the foregoing actions.
(d) N/A
(e) U.S. Cellular entered into a Employment, Consulting and General Release
Agreement with Jay M. Ellison as of November 3, 2009. Pursuant to this
agreement, subject to the terms and conditions thereof (i) Mr. Ellison will
continue to serve as Executive Vice President and Chief Operating Officer of
U.S. Cellular through December 31, 2009 (the "Resignation Date"), and continue
to receive his current base salary and employment benefits through the
Resignation Date, (ii) following the Resignation Date, Mr. Ellison will be
permitted to elect to participate, at his cost, in the retiree health plan and
Medicare supplement plan of U.S. Cellular's parent, Telephone and Data Systems,
Inc., (iii) subject to approval by the U.S. Cellular Stock Option Compensation
Committee ("Committee") on or before November 17, 2009, the portion of the stock
options granted to Mr. Ellison under the United States Cellular Corporation 2005
Long-Term Incentive Plan (the "LTIP") in 2006, 2007, 2008 and 2009, that would
otherwise become exercisable in April 2010 if he remained employed by U.S.
Cellular through such time, will become exercisable immediately prior to the
Resignation Date, and exercisable options held by Mr. Ellison as of the
Resignation Date will exercisable by him for a period ending on the earlier of
(a) 90 days after the date on which the Company's 2009 Form 10-K is filed with
the Securities and Exchange Commission, or (b) the tenth anniversary of the
grant of such option, (iv) subject to approval by the Committee on or before
November 17, 2009, the restricted stock units granted under the LTIP to Mr.
Ellison in 2007 that would otherwise vest in April 2010 if he remained employed
by U.S. Cellular through such time will vest immediately prior to the
Resignation Date, (v) Mr. Ellison will receive a bonus for 2009 performance
pursuant to the terms and procedures of the U.S. Cellular 2009 Executive Officer
Annual Incentive Plan and (vi) Mr. Ellison will be paid for unused vacation days
and will receive pension and other retirement payments in accordance with the
terms of the applicable plans. In addition, pursuant to this agreement and
subject to the terms and conditions thereof, (i) from January 1, 2010 until
March 31, 2010, Mr. Ellison will perform certain specified services for U.S.
Cellular as a nonemployee, independent contractor, (ii) on July 1, 2010, U.S.
Cellular will pay Mr. Ellison $72,700 for such consulting services plus a
one-time payment of $5,000 as the reimbursement of
(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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