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USM > SEC Filings for USM > Form 8-K/A on 19-Dec-2013All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements and

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

On November 1, 2013, United States Cellular Corporation ("U.S. Cellular") filed a Current Report on Form 8-K dated October 28, 2013, which disclosed that Carter S. Elenz resigned as Executive Vice President - Sales and Customer Service, and that Jay M. Ellison joined U.S. Cellular to lead its sales and customer service operations. That Form 8-K also indicated that U.S. Cellular and Mr. Elenz were in the process of negotiating a separation agreement that would be disclosed in a future Form 8-K filing. This separation agreement has now been executed. Accordingly, the following amends and supplements the initial Form 8-K filing pursuant to Item 5.02:

(b) Carter S. Elenz resigned as U.S. Cellular's Executive Vice President - Sales and Customer Service effective as of the end of the day on October 28, 2013.

(e) U.S. Cellular entered into an Employment and General Release Agreement with Carter S. Elenz as of December 17, 2013. Pursuant to this agreement, subject to the terms and conditions thereof (i) Mr. Elenz confirmed his resignation as Executive Vice President - Sales and Customer Service of U.S. Cellular as of the end of the day on October 28, 2013, (ii) U.S. Cellular agreed to continue to employ Mr. Elenz as an employee of U.S. Cellular until the end of the day on December 31, 2013 (the "Separation Date"), and (iii) Mr. Elenz will continue to receive his current annual base salary and employment benefits through the Separation Date. In addition, pursuant to this agreement and subject to the terms and conditions thereof, Mr. Elenz will be required to comply with covenants relating to non-competition, non-disclosure of confidential information, non-solicitation of U.S. Cellular employees, cooperation with U.S. Cellular in the event of any proceedings and communications relating to U.S. Cellular and comply with a general release and covenant not to sue. On each of January 8, 2014 and July 14, 2014, U.S. Cellular will pay Mr. Elenz $329,007 in consideration for his obligations under such agreement. The foregoing brief description is qualified by reference to the copy of such agreement attached which is incorporated by reference herein as Exhibit 10.1.

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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