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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2023
USM Logo.jpg
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-09712 62-1147325
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

8410 West Bryn Mawr, Chicago, Illinois 60631
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (773) 399-8900

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Shares, $1 par valueUSMNew York Stock Exchange
6.25% Senior Notes due 2069UZDNew York Stock Exchange
5.50% Senior Notes due 2070UZENew York Stock Exchange
5.50% Senior Notes due 2070UZFNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging growth company
☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 22, 2023, United States Cellular Corporation (UScellular) entered into an Addendum to the March 4, 2020 letter agreement with Laurent C. Therivel, UScellular's President and Chief Executive Officer. Pursuant to the Addendum, if UScellular were to terminate Mr. Therivel's employment involuntarily without cause, Mr. Therivel would be entitled to receive pro-rated vesting of eligible equity awards effective at the time of his employment termination.
The foregoing description is qualified by reference to the Addendum attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Item 9.01.  Financial Statements and Exhibits
(d)   Exhibits
Exhibit Number Description of Exhibits
10.1 
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURES
    
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    
  UNITED STATES CELLULAR CORPORATION
  
    
Date:May 25, 2023By:/s/ Douglas W. Chambers
   Douglas W. Chambers
   Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 10.1
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May 17, 2023

Mr. Laurent C. Therivel


    RE:    Addendum to March 4, 2020 Offer Letter

Dear LT:

As you know, the terms and conditions of your President and Chief Executive Officer (“CEO”) position with United States Cellular Corporation (“USCC”) were outlined in an offer letter dated March 4, 2020 (the “Offer Letter”). Since then, we both have agreed that it would be mutually beneficial to include a provision for equity treatment should your employment with USCC be involuntarily terminated without cause. Accordingly, we hereby amend the Offer Letter to include the following provision with any capitalized terms defined in the Offer Letter if not otherwise defined herein:

Equity Treatment upon Involuntary Termination without Cause:  In the unlikely event that USCC terminates your employment involuntarily without cause (as defined in Exhibit A to the Offer Letter), you will receive pro-rated vesting of the Eligible Equity Awards, effective at the time of your employment termination.  For this purpose, the “Eligible Equity Awards” are your restricted stock unit, performance share unit, phantom stock and other equity awards outstanding at the time your employment terminates, whether granted before or after the date of this addendum; provided, however, that your Initial Accomplishment Award shall not be an Eligible Equity Award.  The portion of each Eligible Equity Award to become vested and nonforfeitable shall be measured by a fraction, of which the numerator is the number of whole months of the original vesting period during which you were employed by USCC, and the denominator is the number of whole months of the original vesting period, with such resulting number of shares reduced by the number of shares subject to such Eligible Equity Award that otherwise had become vested and nonforfeitable prior to the time of the termination, if any.  Any performance measures applicable to the award shall be deemed to have been satisfied at target.  The Eligible Equity Awards, to the extent vested, shall be paid within sixty (60) days following the date of your termination of employment (or at such other date to ensure compliance with applicable law, including section 409A of the Code, as determined by the USCC LTICC).

Notwithstanding the foregoing, the special equity treatment set forth in this section is subject to (i) approval by the USCC LTICC and (ii) your execution (and non-revocation) of a General Release at the time of your termination.

Except as expressly modified by this addendum, the terms of the Offer Letter remain in full force and effect, including that your employment remains at will. Please acknowledge your understanding and agreement to the terms of this addendum by returning it to me signed and dated where indicated.
Very truly yours,
/s/ LeRoy T. Carlson, Jr.May 22, 2023
LeRoy T. Carlson, Jr.Date
Chairman
AGREED AND ACCEPTED
/s/ Laurent TherivelMay 17, 2023
Laurent TherivelDate