EXHIBIT 99.2
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UNITED STATES CELLULAR CORPORATION
SPECIAL RETENTION RESTRICTED STOCK AWARD AGREEMENT
United States Cellular Corporation, a Delaware corporation
(the "Company"), hereby grants to (the "Employee") as of February 28, 1997
(the "Grant Date") a restricted stock award of shares of the Company's
Common Stock (the "Award"), upon and subject to the restrictions, terms and
conditions set forth below.
1. Stock Certificates.
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A stock certificate or certificates representing the total
number of shares of Common Stock subject to the Award (as may be adjusted
pursuant to Section 5.3(b)) shall be delivered to the Employee as soon as
administratively practicable after the lapse of the restrictions set forth in
Section 4.
2. Custody and Delivery of Shares.
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As soon as administratively practicable after receipt of this
Agreement, the Employee shall execute the Agreement in duplicate by affixing his
signature to the end hereof and returning one of the signed Agreements to the
Company's Vice President of Human Resources. The Agreement shall not be deemed
executed unless the Employee (i) executes one or more irrevocable stock powers
to facilitate the transfer to the Company (or its assignee or nominee) all or a
portion of the shares subject to the Award if shares are forfeited either
pursuant to Paragraph 4 hereof or if required under applicable laws or
regulations, and (ii) returns such stock power or powers to the Company's Vice
President of Human Resources at the same time the signed Agreement is returned
to the Company's Vice President of Human Resources. The Company shall hold the
certificate or certificates representing the shares of Common Stock subject to
the Award (the "Award Shares") until the restrictions on such shares have
terminated and the Company shall thereupon, subject to Paragraph 5.3, deliver
the certificate or certificates for such shares to the Employee. The Company
shall pay all original issue or transfer taxes and all fees and expenses
incident to such delivery, except as otherwise provided in Paragraph 5.3.
3. Rights as a Stockholder.
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The Employee shall have the right to vote the Award Shares
(and Common Stock distributions thereon), unless and until such shares are
forfeited pursuant to Paragraph 4 hereof or if required under applicable laws or
regulations. Any dividends or other distributions (including, without
limitation, a cash dividend, a stock dividend or stock split) with respect to
Award Shares shall be delivered to the Company and shall be subject to the same
restrictions as the Award Shares. If any dividend or other distribution is in
the form of Common Stock, the Employee shall execute one or more irrevocable
stock powers similar to the stock powers executed with respect to the Award
Shares and return such stock power and powers to the Company's Vice President of
Human Resources. Such dividends and other distributions made with respect to
Award Shares shall be accumulated in a separate account for the Employee. As
soon as practicable after any Award Shares are no longer subject to forfeiture,
(i) any cash dividends held in such separate account in respect of such shares
shall be paid to the Employee in cash without interest and (ii) any other
distributions made in respect of such shares shall be delivered to the Employee
in kind without interest.
4. Restriction Period and Forfeiture.
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(a) In General. Except as otherwise provided in this
Paragraph 4, the restrictions on 50% of the Award Shares shall terminate on
January 15, 1999 if on such date the Employee is employed by any of the
following: (i) the Company; (ii) any corporation which owns directly or
indirectly at least 50% of the outstanding stock of the Company (or the combined
voting power of such outstanding stock); or (iii) a corporation at least 50% of
whose outstanding stock or the combined voting power of such outstanding
stock is owned directly or indirectly by the Company (any corporation
described in clause (ii) or (iii) shall be an "Affiliate") and the restrictions
on the other 50% of the Award Shares shall terminate on January 15, 2000 if on
such date the Employee is employed by the Company or an Affiliate.
(b) Retirement, Disability or Death. If the Employee's
employment by the Company or an Affiliate terminates by reason of (i) retirement
on or after age 65, (ii) a total physical disability which, in the judgment of
the Chairman, prevents the Employee from performing such Employee's employment
duties for a continuous period of at least six months ("Disability") or (iii)
death prior to termination of restrictions on all the Award Shares in accordance
with subsection (a) above, the restrictions shall terminate upon the Employee's
termination of employment.
(c) Other Termination of Employment. If the Employee's
employment by the Company or an Affiliate terminates for any reason other than
retirement on or after age 65, Disability or death prior to termination of
restrictions on all the Award Shares in accordance with subsection (a) above,
the Award Shares subject to the restrictions on the date of the Employee's
termination of employment shall be forfeited, and in the event that the Employee
shall forfeit any Award Shares, the Employee shall, within 10 days of the date
of the Company's written request, return his signed copy of this Agreement to
the Company for cancellation. Notwithstanding the prior sentence, such shares
nonetheless shall be forfeited and canceled by the Company.
(d) Competition or Misappropriation of Confidential
Information. If prior to the delivery of the certificates representing the Award
Shares in accordance with Paragraph 2 above, the Employee either (i) enters into
competition with the Company or an Affiliate or (ii) misappropriates
confidential information of the Company or an Affiliate, as determined by the
Chairman in his sole discretion, then all rights with respect to the Award
Shares shall be immediately forfeited and shall be canceled by the Company. For
purposes of the preceding sentence, the Employee shall be treated as entering
into competition with the Company or an Affiliate if the Employee (i) directly
or indirectly, individually or in conjunction with any person, firm or
corporation, has contact with any customer of the Company or an Affiliate or any
prospective customer which has been contacted or solicited by or on behalf of
the Company or an Affiliate for the purpose of soliciting or selling to such
customer or prospective customer any product or service, except to the extent
such contact is made on behalf of the Company or an Affiliate, or (ii) otherwise
competes with the Company or an Affiliate in any manner or otherwise engages in
the business of the Company or an Affiliate. The Employee shall be treated as
misappropriating confidential information of the Company or an Affiliate if the
Employee (i) uses confidential information (as described below) for the benefit
of anyone other than the Company or such Affiliate, as the case may be, or
discloses the confidential information to anyone not authorized by the Company
or such Affiliate, as the case may be, to receive such information, (ii) upon
termination of employment, makes any summaries of, takes any notes with respect
to, or memorizes any information or takes any confidential information or
reproductions thereof from the facilities of the Company or an Affiliate, or
(iii) upon termination of employment or upon the request of the Company or an
Affiliate, fails to return all confidential information then in the Employee's
possession. "Confidential information" shall mean any confidential and
proprietary drawings, reports, sales and training manuals, customer lists,
computer programs, and other material embodying trade secrets or confidential
technical, business, or financial information of the Company or an Affiliate.
(e) Change in Control. Any restrictions on Award Shares shall
immediately terminate upon the occurrence of (i) a "Change in Control," as
defined below, or (ii) a "change in control" within the meaning of the Telephone
and Data Systems, Inc. 1994 Long-Term Incentive Plan at a time when TDS owns
directly or indirectly at least 50% of either the outstanding stock of the
Company or the combined voting power of such stock.
For purposes of this Paragraph 4(e), a Change in Control shall
mean:
(1) the acquisition by any individual, entity or group (a
"Person"), including any "person" within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership
within the meaning of Rule 13d-3 promulgated under the Exchange Act, of
25% or more of the combined voting power of the then outstanding
securities of the Company entitled to vote generally on matters
(without regard to the election of directors) (the "Outstanding Voting
Securities"), excluding, however, the following: (i) any acquisition
directly from the Company or an Affiliate (excluding any acquisition
resulting from the exercise of an exercise, conversion or exchange
privilege, unless the security being so exercised, converted or
exchanged was acquired directly from the Company or an Affiliate), (ii)
any acquisition by the Company or an Affiliate, (iii) any acquisition
by an employee benefit plan (or related trust) sponsored or maintained
by the Company or an Affiliate, (iv) any acquisition by any corporation
pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (3) of this Paragraph 4(e), or (v) any acquisition
by the following persons: (A) XxXxx X. Xxxxxxx or his spouse, (B) any
child of XxXxx X.
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Xxxxxxx or the spouse of any such child, (C) any grandchild of XxXxx X.
Xxxxxxx, including any child adopted by any child of XxXxx X. Xxxxxxx,
or the spouse of any such grandchild, (D) the estate of any of the
persons described in clauses (A)-(C), (E) any trust or similar
arrangement (including any acquisition on behalf of such trust or
similar arrangement by the trustees or similar persons) provided that
all of the current beneficiaries of such trust or similar arrangement
are persons described in clauses (A)-(C) or their lineal descendants,
or (F) the voting trust which expires on June 30, 2009, or any
successor to such voting trust, including the trustees of such voting
trust on behalf of such voting trust, (all such persons, collectively,
the "Exempted Persons");
(2) individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Incumbent Board") cease for any
reason to constitute at least a majority of such Incumbent Board;
provided that any individual who becomes a director of the Company
after such date, whose election, or nomination for election by the
Company's stockholders, was approved by the vote of at least a majority
of the directors then comprising the Incumbent Board shall be deemed a
member of the Incumbent Board; and provided further, that any
individual who was initially elected as a director of the Company as a
result of an actual or threatened election contest, as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act, or any other actual or threatened solicitation of proxies or
consents by or on behalf of any Person other than the Board shall not
be deemed a member of the Incumbent Board;
(3) approval by the stockholders of the Company of a
reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company (a "Corporate
Transaction"), excluding, however, a Corporate Transaction pursuant to
which (i) all or substantially all of the individuals or entities who
are the beneficial owners of the Outstanding Voting Securities
immediately prior to such Corporate Transaction will beneficially own,
directly or indirectly, more than 51% of the combined voting power of
the outstanding securities of the corporation resulting from such
Corporate Transaction (including, without limitation, a corporation
which as a result of such transaction owns, either directly or
indirectly, the Company or all or substantially all of the Company's
assets) which are entitled to vote generally on matters (without regard
to the election of directors), in substantially the same proportions
relative to each other as the shares of Outstanding Voting Securities
are owned immediately prior to such Corporate Transaction, (ii) no
Person (other than the following Persons: (v) the Company or an
Affiliate, (w) any employee benefit plan (or related trust) sponsored
or maintained by the Company or Affiliate, (x) the corporation
resulting from such Corporate Transaction, (y) the Exempted Persons,
(z) and any Person which beneficially owned, immediately prior to such
Corporate Transaction, directly or indirectly, 25% or more of the
Outstanding Voting Securities) will beneficially own, directly or
indirectly, 25% or more of the combined voting power of the outstanding
securities of such corporation entitled to vote generally on matters
(without regard to the election of directors) and (iii) individuals who
were members of the Incumbent Board will constitute at least a majority
of the members of the board of directors of the corporation resulting
from such Corporate Transaction; or
(4) approval by the stockholders of the Company of a plan of
complete liquidation or dissolution of th Company.
5. Additional Terms and Conditions of the Award.
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5.1. Nontransferability of Award. During the restriction
period described in Section 4(a), the shares of Common Stock subject to such
restrictions may not be transferred by the Employee other than by will, the laws
of descent and distribution or to the Employee's beneficiary or beneficiaries as
designated on the form attached hereto. Except as permitted by the foregoing,
during the restriction period described in Section 4(a), the shares of Common
Stock subject to such restrictions may not be sold, transferred, assigned,
pledged, hypothecated, encumbered or otherwise disposed of (whether by operation
of law or otherwise) or be subject to execution, attachment or similar process.
Any such attempted sale, transfer, assignment, pledge, hypothecation or
encumbrance, or other disposition of such shares shall be null and void.
5.2. Investment Representation. The Employee hereby
represents and covenants that (a) any share of Common Stock acquired upon the
vesting of the Award will be acquired for investment and not with a view to the
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distribution thereof within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), unless such acquisition has been registered
under the Securities Act and any applicable state securities law; (b) any
subsequent sale of any such shares shall be made either pursuant to an effective
registration statement under the Securities Act and any applicable state
securities laws, or pursuant to an exemption from registration under the
Securities Act and such state securities laws; and (c) if requested by the
Company, the Employee shall submit a written statement, in form satisfactory to
the Company, to the effect that such representation (x) is true and correct as
of the date of acquisition of any shares hereunder or (y) is true and correct as
of the date of any sale of any such shares, as applicable. As a further
condition precedent to the delivery to the Employee of any shares granted
pursuant to the Award, the Employee shall comply with all regulations and
requirements of any regulatory authority having control of or supervision over
the issuance of the shares and, in connection therewith, shall execute any
documents which the Board of Directors of the Company or any committee
authorized by the Board of Directors of the Company shall in its sole discretion
deem necessary or advisable.
5.3. Tax Withholding. (a) As a condition precedent to any
delivery to the Employee of any shares of Common Stock granted pursuant to the
Award, the Employee shall, upon request by the Company, pay to the Company such
amount of cash as the Company may be required, under all applicable federal,
state, local or other laws or regulations, to withhold and pay over as income or
other withholding taxes (the "Required Tax Payments") with respect to such
shares. If the Employee shall fail to advance the Required Tax Payments after
request by the Company, the Company may, in its discretion, deduct any Required
Tax Payments from any amount then or thereafter payable by the Company to the
Employee.
(b) The Employee may elect to satisfy his or her obligation to
advance the Required Tax Payments by any of the following means: (1) a cash
payment to the Company pursuant to Paragraph 5.3(a), (2) delivery to the Company
of previously owned whole shares of Common Stock (for which the Employee has
good title, free and clear of all liens and encumbrances) having a fair market
value determined as of the date the obligation to withhold or pay taxes first
arises in connection with the Award (the "Tax Date") which is equal to the
Required Tax Payments, (3) authorizing the Company to withhold from the shares
of Common Stock which would otherwise be delivered to the Employee pursuant to
the Award a number of whole shares of Common Stock having a fair market value
determined as of the Tax Date which is equal to the Required Tax Payments, (4) a
cash payment by a broker-dealer acceptable to the Company through whom the
Employee has sold the shares with respect to which the Required Tax Payments
have arisen or (5) any combination of (1), (2) and (3). The Company shall have
sole discretion to disapprove of an election pursuant to any of clauses (2)-(5).
Whole shares of Common Stock to be so delivered or withheld may not have an
aggregate fair market value in excess of the minimum amount of the Required Tax
Payments. Any fraction of a share of Common Stock which would be required to pay
the Required Tax Payments in full shall be disregarded and the remaining amount
due shall be paid in cash by the Employee.
5.4. Adjustment. In the event of any stock split, stock
dividend, recapitalization, reclassification, reorganization, merger,
consolidation, spin-off, combination of shares in a reverse stock split or other
similar event, the number and class of shares of Common Stock subject to any
restrictions at the time of such event shall be appropriately adjusted by the
Company. The decision of the Company regarding the amount and timing of any
adjustment pursuant to this Paragraph 5.4 shall be final, binding and
conclusive.
5.5. Compliance with Applicable Law. The Award is subject to
the condition that if the listing, registration or qualification of the shares
of Common Stock subject to the Award upon any securities exchange or under any
law, or the consent or approval of any governmental body, or the taking of any
other action is necessary or desirable as a condition of, or in connection with,
the termination of the restrictions on such shares or delivery of such shares,
then such shares may not be delivered, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained, free of any conditions not acceptable to the Company. The Company
agrees to make every reasonable effort to effect or obtain any such listing,
registration, qualification, consent or approval.
5.6. The Award Confer No Rights to Continued Employment. In no
event shall the granting of the Award or its acceptance by the Employee give or
be deemed to give the Employee any right to continued employment by the Company
or by any Affiliate.
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5.7. Decisions of Chairman. The Chairman shall have the right
to resolve all questions which may arise in connection with this Agreement. Any
interpretation, determination or other action made or taken by the Chairman
regarding this Agreement shall be final, binding and conclusive.
6. Miscellaneous Provisions.
6.1. Successors. This Agreement shall be binding upon and
inure to the benefit of any successor or successors of the Company and any
person or persons who shall, upon the death of the Employee, acquire any rights
hereunder.
6.2. Notices. All notices, requests or other communications
provided for in this Agreement shall be made in writing either (a) by actual
delivery to the party entitled thereto, or (b) by mailing through the United
States postal service to the last known address of the party entitled thereto,
via certified or registered mail, postage prepaid and return receipt requested
or by telecopy with confirmation of receipt. The notice shall be deemed to be
received in case of delivery, on the date of its actual receipt by the party
entitled thereto, and in case of mailing by certified or registered mail, five
days following the date of such mailing, and in the case of telecopy, on the
date of confirmation of receipt.
6.3. Governing Law. This Agreement and all determinations made
and actions taken pursuant thereto, to the extent not governed by the laws of
the United States, shall be governed by, and interpreted in accordance with, the
internal laws of the State of Delaware, without regard to conflicts of laws
principles.
6.4. Counterparts. This Agreement may be executed in two
counterparts, each of which shall be deemed an original and both of which
together shall constitute one and the same instrument.
UNITED STATES CELLULAR CORPORATION
By:_______________________________
H. Xxxxxx Xxxxxx
Chief Executive Officer
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Employee
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UNITED STATES CELLULAR CORPORATION
SPECIAL RETENTION RESTRICTED STOCK AWARD AGREEMENT
BENEFICIARY DESIGNATION FORM
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You may designate a primary beneficiary and a secondary
beneficiary. You can name more than one person as a primary or secondary
beneficiary. For example, you may wish to name your spouse as primary
beneficiary and your children as secondary beneficiaries. Your secondary
beneficiary(ies) will receive nothing if any of your primary beneficiaries
survive you. All primary beneficiaries will share equally unless you indicate
otherwise. The same rule applies for secondary beneficiaries.
Designate Your Beneficiary(ies):
Primary Beneficiary(ies) (give name, address and relationship
to you):
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Secondary Beneficiary(ies) (give name, address and
relationship to you): _____________________________
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I certify that my designation of beneficiary set forth above
is my free act and deed.
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Name Signature
(please print)
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Date
