UNITED STATES CELLULAR CORPORATION (NYSE:USM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The following information is being provided to paragraph (e) of Item 5.02 of Form 8-K:

2018 Executive Officer Annual Incentive Plan

As of February 19, 2018, the United States Cellular Corporation (U.S. Cellular) 2018 Executive Officer Annual Incentive Plan (2018 Executive Plan) was approved both by U.S. Cellular’s Chairman and by U.S. Cellular’s President and Chief Executive Officer. Neither the Chairman nor the President and Chief Executive Officer participate in such plan.

The purposes of the 2018 Executive Plan are: to provide incentive for the executive officers of U.S. Cellular to extend their best efforts towards achieving superior results in relation to key business performance targets; to reward U.S. Cellular executive officers in relation to their success in meeting and exceeding the performance targets; and to attract and retain talented leaders in positions of critical importance to the success of U.S. Cellular. Eligible participants in the 2018 Executive Plan are all executive officers of U.S. Cellular, which are defined in the 2018 Executive Plan as all Executive Vice Presidents and the Senior Vice President – Chief Human Resources Officer.

The following performance measures will be considered for the purposes of the 2018 Executive Plan:

2018 Officer Annual Incentive Plan

As of February 19, 2018, the U.S. Cellular 2018 Officer Annual Incentive Plan (2018 Officer Plan) was approved both by U.S. Cellular’s Chairman and by U.S. Cellular’s President and Chief Executive Officer. Neither the Chairman nor the President and Chief Executive Officer participate in such plan.

The purposes of the 2018 Officer Plan are: to provide incentive for the officers of U.S. Cellular to extend their best efforts towards achieving superior results in relation to key business performance targets; to reward U.S. Cellular officers in relation to their success in meeting and exceeding the performance targets; and to attract and retain talented leaders in positions of critical importance to the success of U.S. Cellular. Eligible participants in the 2018 Officer Plan are all Senior Vice Presidents and Vice Presidents of U.S. Cellular not eligible to participate in the 2018 Executive Plan.

The following performance measures will be considered for the purposes of the 2018 Officer Plan:

General Bonus Information

It is anticipated that bonuses for 2018 will be paid on or after January 1, 2019 but no later than March 15, 2019 (bonus payout date). However, in the event of a payout in connection with retirement or death, the bonus will be paid as soon as administratively possible following such retirement or death, but no later than the bonus payout date. No bonus is due unless an executive officer or officer remains employed through the bonus payout date except that an executive officer or officer who separates due to retirement or death is eligible for a pro-rated bonus. In addition, the President and CEO may approve a bonus, or a pro-rated bonus, for an executive officer or officer who is not employed through the bonus payout date.

Any compensation earned or paid to the 2018 Executive Plan or 2018 Officer Plan is subject to forfeiture, recovery by U.S. Cellular or other action 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.