United States Cellular Corp Sample Contracts

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Exhibit 10.1 GUARANTY
Guaranty • November 22nd, 2002 • United States Cellular Corp • Radiotelephone communications • New York
Exhibit 1.1 UNITED STATES CELLULAR CORPORATION (a Delaware corporation) Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • November 1st, 2002 • United States Cellular Corp • Radiotelephone communications • New York
AMONG
Revolving Credit Agreement • August 13th, 2002 • United States Cellular Corp • Radiotelephone communications
Exhibit 4.7 SUBORDINATION AGREEMENT dated as of June 26, 2002
Subordination Agreement • August 13th, 2002 • United States Cellular Corp • Radiotelephone communications
UNDERWRITING AGREEMENT
Underwriting Agreement • July 31st, 1997 • United States Cellular Corp • Radiotelephone communications • New York
Exhibit 10.2 GUARANTEE
Guarantee • November 22nd, 2002 • United States Cellular Corp • Radiotelephone communications • New York
July 29, 2002
Revolving Credit Agreement • August 13th, 2002 • United States Cellular Corp • Radiotelephone communications
RECITALS
Registration Rights Agreement • August 13th, 2002 • United States Cellular Corp • Radiotelephone communications • Delaware
UNITED STATES CELLULAR CORPORATION AND BNY MIDWEST TRUST COMPANY, AS TRUSTEE
Indenture • May 31st, 2013 • United States Cellular Corp • Radiotelephone communications • Illinois

THIS INDENTURE, dated as of the 1st day of June, 2002, between UNITED STATES CELLULAR CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes referred to as the “Company”), and BNY MIDWEST TRUST COMPANY, an Illinois Trust Company, as trustee (hereinafter sometimes referred to as the “Trustee”):

EXHIBIT 4.1 UNITED STATES CELLULAR CORPORATION
Indenture • May 15th, 2002 • United States Cellular Corp • Radiotelephone communications • Illinois
Contract
Restricted Stock Unit Award Agreement • May 5th, 2022 • United States Cellular Corp • Radiotelephone communications • Delaware

United States Cellular Corporation, a Delaware corporation (the "Company"), hereby grants to the recipient of this award (the "Employee") as of the date (the "Grant Date") set forth in the “Stock Options and Awards” section of the Employee’s Company on-line account with Solium Capital (the “Award Summary”), a Restricted Stock Unit Award (the "Award") with respect to the number of shares of Common Stock set forth in the Award Summary. The Award is granted pursuant to the provisions of the United States Cellular Corporation 2013 Long-Term Incentive Plan, as amended from time to time (the “Plan”) and is subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

YEAR>> STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • March 18th, 2016 • United States Cellular Corp • Radiotelephone communications • Delaware

United States Cellular Corporation, a Delaware corporation (the “Company”), hereby grants to <<NAME>> (the “Optionee”), as of <<OPTION DATE>> (the “Option Date”), pursuant to the provisions of the United States Cellular Corporation 2013 Long-Term Incentive Plan, as amended from time to time (the “Plan”), a Non-Qualified Stock Option (the “Option”) to purchase from the Company <<# OF SHARES>> shares of Common Stock at the price of $<<PRICE>> per share upon and subject to the terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

Contract
Performance Award Agreement • May 5th, 2022 • United States Cellular Corp • Radiotelephone communications • Delaware

United States Cellular Corporation, a Delaware corporation (the "Company"), hereby grants to the recipient of this award (the "Employee") as of the date (the "Grant Date") set forth in the “Stock Options and Awards” section of the Employee’s Company on-line account with Solium Capital (the “Award Summary”), a Performance Award (the "Award") with a target opportunity equal to the number of shares of Common Stock set forth in the Award Summary. Depending on performance during the Performance Period (for all purposes of this Award Agreement, as defined in accordance with Exhibit A hereto), the Employee may be entitled under this Award Agreement to shares of Common Stock equal to 50% to 200% of the target opportunity, in accordance with Section 2 below. The Award is granted pursuant to the provisions of the United States Cellular Corporation 2013 Long-Term Incentive Plan, as amended from time to time (the “Plan”) and is subject to the restrictions, terms and conditions set forth below. Cap

UNITED STATES CELLULAR CORPORATION (a Delaware corporation) Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • December 2nd, 2020 • United States Cellular Corp • Radiotelephone communications • New York
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TENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 2nd, 2020 • United States Cellular Corp • Radiotelephone communications • Illinois

This TENTH SUPPLEMENTAL INDENTURE, dated as of December 2, 2020 (this “Supplemental Indenture”), is entered into by and among United States Cellular Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor to BNY Midwest Trust Company), a national banking association, as trustee (the “Trustee”).

Exhibit 10 TERMS OF OFFER LETTER BETWEEN UNITED STATES CELLULAR CORPORATION AND JOHN E. ROONEY The following are the material terms of the Offer Letter by United States Cellular Corporation ("USCC") and accepted by John E. Rooney on March 28, 2000...
Offer Letter • May 15th, 2000 • United States Cellular Corp • Radiotelephone communications

The following are the material terms of the Offer Letter by United States Cellular Corporation ("USCC") and accepted by John E. Rooney on March 28, 2000 relating to his employment as President and Chief Executive Officer of USCC.

without accelerated vesting in the event of termination without cause or for good reason) [See Attached]
Stock Option Award Agreement • June 7th, 2010 • United States Cellular Corp • Radiotelephone communications • Delaware

United States Cellular Corporation, a Delaware corporation (the “Company”), hereby grants to Mary N. Dillon (the “Optionee”), as of June 1, 2010 (the “Option Date”), pursuant to the provisions of the United States Cellular Corporation 2005 Long-Term Incentive Plan, as amended (the “Plan”), a Non-Qualified Stock Option (the “Option”) to purchase from the Company 75,000 shares of Stock at the price of $40.81 per share upon and subject to the terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

YEAR>> RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 18th, 2008 • United States Cellular Corp • Radiotelephone communications • Delaware

United States Cellular Corporation 2005 Long-Term Incentive Plan, as amended (the “Plan”), a Restricted Stock Unit Award (the “Award”) with respect to <<NUMBER>> shares of Stock, upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

UNITED STATES CELLULAR CORPORATION (a Delaware corporation) Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • June 22nd, 2004 • United States Cellular Corp • Radiotelephone communications • New York

Credit Suisse First Boston LLC J.P. Morgan Securities Inc. As representatives of the several underwriters referred to below c/o J.P. Morgan Securities Inc. 270 Park Avenue New York, NY 10172

UNITED STATES CELLULAR CORPORATION
Restricted Stock Unit Award Agreement • May 3rd, 2024 • United States Cellular Corp • Radiotelephone communications • Delaware

United States Cellular Corporation, a Delaware corporation (the "Company"), hereby grants to the recipient of this award (the "Employee") as of the date (the "Grant Date") set forth in the “Stock Options and Awards” section of the Employee’s Company on-line account with Shareworks (the “Award Summary”), a Restricted Stock Unit Award (the "Award") with respect to the number of shares of Common Stock set forth in the Award Summary. The Award is granted pursuant to the provisions of the United States Cellular Corporation 2022 Long-Term Incentive Plan, as amended from time to time (the “Plan”) and is subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

RECITALS
Note Repurchase Agreement • November 1st, 2002 • United States Cellular Corp • Radiotelephone communications • Delaware
RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 11th, 2011 • United States Cellular Corp • Radiotelephone communications • Delaware

United States Cellular Corporation 2005 Long-Term Incentive Plan, as amended (the “Plan”), a Restricted Stock Unit Award (the “Award”) with respect to <<# OF SHARES>> shares of Stock, upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

Contract
Executive Deferred Compensation Agreement • December 8th, 2005 • United States Cellular Corp • Radiotelephone communications • Delaware

Exhibit 10.3 EXECUTIVE DEFERRED COMPENSATION AGREEMENT PHANTOM STOCK ACCOUNT THIS AGREEMENT, entered into this 6th day of December , 2005 , by and between Kenneth Meyers (hereinafter referred to as the “Executive”) and United States Cellular Corporation (hereinafter referred to as the “Company”), a Delaware corporation, located at 8410 West Bryn Mawr Avenue, Suite 700, Chicago, IL 60631-3486. W I T N E S S E T H: WHEREAS, the Executive is now and will in the future be rendering valuable services to the Company, and the Company desires to ensure the continued loyalty, service and counsel of the Executive; and WHEREAS, the Executive desires to defer a portion of his or her annual bonus for services to be performed in calendar year 2006 (the “Bonus Year”) until separation from service, disability, death, a specified date in 2010 or later or unforeseeable emergency. NOW, THEREFORE, in consideration of the covenants and agreements herein set forth, and for other good and valuable considera

Contract
Stock Option Award Agreement • March 13th, 2006 • United States Cellular Corp • Radiotelephone communications • Delaware

United States Cellular Corporation, a Delaware corporation (the "Company"), hereby grants to John E. Rooney (the "Optionee"), as of (GRANT DATE) (the "Option Date"), pursuant to the provisions of the United States Cellular Corporation 2005 Long-Term Incentive Plan, as amended (the "Plan"), a Non-Qualified Stock Option (the "Option") to purchase from the Company (# OF SHARES) shares of Stock at the price of (EXERCISE PRICE) per share upon and subject to the terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

Contract
Executive Deferred Compensation Agreement • December 8th, 2005 • United States Cellular Corp • Radiotelephone communications • Illinois

Exhibit 10.2 EXECUTIVE DEFERRED COMPENSATION AGREEMENT INTEREST ACCOUNT THIS AGREEMENT, entered into this 2nd day of December , 2005 , by and between John E. Rooney , (hereinafter referred to as “Executive”) and United States Cellular Corporation, (hereinafter referred to as “Company”), a Delaware corporation, located at 8410 West Bryn Mawr Avenue, Suite 700, Chicago, IL, 60631-3486. W I T N E S S E T H: WHEREAS, the Executive is now and will in the future be rendering valuable services to the Company, and the Company desires to ensure the continued loyalty, service and counsel of the Executive; and WHEREAS, the Executive desires to defer a portion of his or her salary and/or bonus for services to be performed in calendar year 2006 until separation from service, disability, death, a specified date in 2007 or later or unforeseeable emergency. NOW, THEREFORE, in consideration of the covenants and agreements herein set forth, and for other good and valuable consideration, the receipt of

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